x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 1
5(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934 |
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 1
5(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934 |
Delaware | 05-0315468 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
40 Westminster Street, Providence, RI | 02903 | |
(Address of principal executive offices) | (zipcode) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock par value $0.125
|
New York Stock Exchange | |
|
Chicago Stock Exchange | |
|
||
$2.08 Cumulative Convertible Preferred Stock,
Series A no par value |
New York Stock Exchange | |
|
||
$1.40 Convertible Preferred Dividend Stock,
Series B
(preferred only as to dividends) no par value |
New York Stock Exchange |
Large accelerated filer
x
|
Accelerated filer o | |
Non-accelerated filer
o
|
Smaller reporting company o | |
(Do not check if a smaller reporting company) |
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97
98
January 3,
December 29,
(In millions)
2009
2007
$
5,037
$
2,805
2,242
2,092
7,279
4,897
14,530
12,583
1,155
1,004
310
391
15,995
13,978
$
23,274
$
18,875
Name
Age
Current Position with Textron Inc.
62
Chairman and Chief Executive Officer; Director
47
President and Chief Operating Officer
56
Executive Vice President and Chief Innovation Officer
61
Executive Vice President Administration and Chief Human
Resources Officer
58
Acting Chief Financial Officer, Senior Vice President and
Corporate Controller
56
Executive Vice President Government Affairs, Strategy and
Business Development, International, Communications and Investor Relations
64
Executive Vice President and General Counsel
2008
2007
Dividends
Dividends
High
Low
per Share
High
Low
per Share
$
71.30
$
51.26
$
0.23
$
49.10
$
44.08
$
0.194
64.24
47.73
0.23
56.91
45.35
0.194
48.87
32.04
0.23
63.13
53.01
0.230
29.28
11.69
0.23
73.38
62.58
0.230
(Dollars in millions, except per share amounts and where otherwise noted)
2008
2007
2006
2005
2004
$
5,662
$
5,000
$
4,156
$
3,480
$
2,473
2,827
2,581
2,347
2,075
1,615
2,116
1,334
1,061
806
639
2,918
2,825
2,611
2,559
2,583
723
875
798
628
545
$
14,246
$
12,615
$
10,973
$
9,548
$
7,855
$
905
$
865
$
645
$
457
$
267
278
144
108
269
156
279
191
141
99
94
67
173
149
125
169
(50
)
222
210
171
139
1,479
1,595
1,253
1,121
825
(526
)
(118
)
(39
)
(170
)
(256
)
(206
)
(202
)
(159
)
(125
)
(87
)
(90
)
(90
)
(94
)
(314
)
(373
)
(264
)
(215
)
(162
)
$
344
$
879
$
693
$
496
$
371
$
1.40
$
3.52
$
2.72
$
1.86
$
1.35
$
1.38
$
3.45
$
2.66
$
1.82
$
1.32
$
0.92
$
0.85
$
0.78
$
0.70
$
0.66
$
9.75
$
13.99
$
10.51
$
12.55
$
13.45
$
71.30
$
73.38
$
49.19
$
40.02
$
37.31
$
11.69
$
44.08
$
37.88
$
32.92
$
25.42
$
15.37
$
71.62
$
46.88
$
38.49
$
36.90
245,686
249,792
255,098
267,062
274,674
249,830
254,826
260,444
272,892
280,339
242,041
250,061
251,192
260,370
270,746
$
20,020
$
19,991
$
17,583
$
16,528
$
15,905
$
2,569
$
2,146
$
1,796
$
1,930
$
1,763
$
7,388
$
7,311
$
6,862
$
5,420
$
4,783
$
2,366
$
3,507
$
2,649
$
3,276
$
3,652
46
%
32
%
29
%
26
%
25
%
52
%
38
%
40
%
37
%
33
%
$
550
$
385
$
419
$
360
$
287
$
334
$
287
$
260
$
272
$
250
$
980
$
814
$
786
$
691
$
573
43,000
42,000
38,000
35,000
32,000
15,000
15,000
16,000
17,000
18,000
Additional revenues from newly acquired businesses of $820 million, primarily the acquisition of
AAI at Textron Systems;
Higher manufacturing volume of $514 million, reflecting:
$341 million in higher volume at Cessna, primarily related to an increase in business jet deliveries;
$134 million in higher volume at Bell, largely related to the V-22 and H-1 programs; and
$101 million in increased volume at Textron Systems from higher ASV aftermarket, Lycoming and
Intelligent Battlefield Systems (IBS)
products; partially offset by
$62 million decrease in the
Industrial segment, principally due to lower demand at Kautex;
Higher pricing of $382 million, with $252 million at Cessna, $87 million at Bell and $34 million
in the Industrial segment; and
Favorable foreign exchange impact of $95 million in the Industrial segment.
Higher manufacturing volume of $1.0 billion, reflecting:
$631 million in higher volume at Cessna, primarily related to an
increase in business jet deliveries;
$112 million increase in the
Industrial segment, principally due to higher demand at Kautex;
$142 million in higher volume at Bell, largely related to
the H-1 program; and
$93 million in increased volume at Textron Systems from
higher ASV deliveries;
Higher pricing of $320 million, with $212 million at Cessna, $87 million in
Bells commercial business and $22 million in the Industrial segment;
Additional revenues from newly acquired businesses of $166 million, primarily the acquisitions
of Overwatch Systems and AAI;
Favorable foreign exchange impact of $115 million in the Industrial segment; and
A $66 million impact from higher average finance receivables due to growth in the
aviation and resort finance businesses in the Finance segment.
A $73 million benefit from higher volume and mix reflecting $110 million in higher
volume at Cessna, primarily related to an increase in business jet deliveries, offset by
$54 million in lower volume and mix in the Industrial Segment;
$50 million in profit from newly acquired businesses; and
$43 million in pricing in excess of inflation reflecting $82 million in pricing in excess of
inflation at Cessna and $32 million at Bell, partially offset by $61 million in inflation in
excess of pricing at Industrial.
Higher pricing of $320 million, with $212 million at Cessna, $87 million in
Bells commercial business and $22 million in the
Industrial segment;
Favorable cost performance of $152 million, which includes net charges in 2007 for the ARH
Low Rate Initial Production (LRIP) program of
$50 million, the $32 million favorable impact of the
recovery of ARH System Development and
Demonstration (SDD) launch-related costs
written off in 2006 and lower charges related to the H-1 LRIP program of $43 million;
A $146 million net benefit from higher volume, partially offset by unfavorable product mix; and
Profit from newly acquired businesses of $20 million.
Restructuring Charges
Total
Severance
Contract
Asset
Total
Other
Special
(In millions)
Costs
Terminations
Impairments
Restructuring
Charges
Charges
$
5
$
$
$
5
$
$
5
1
1
1
16
9
25
25
15
1
11
27
462
489
6
6
6
$
43
$
1
$
20
$
64
$
462
$
526
2008
2007
2006
35.0
%
35.0
%
35.0
%
2.1
1.0
2.3
8.0
(1.1
)
(2.4
)
(0.1
)
(1.2
)
(5.6
)
(0.5
)
(2.4
)
(2.7
)
(1.6
)
(0.5
)
5.9
(1.5
)
(0.8
)
3.3
1.2
0.7
4.8
(1.8
)
(0.8
)
(0.6
)
(1.3
)
(1.8
)
(2.5
)
47.7
%
29.8
%
27.6
%
(In millions)
2008
2007
2006
$
560
$
610
$
1,618
34
51
(76
)
3
15
16
31
36
(92
)
111
2
$
142
$
38
$
(92
)
(Dollars in millions)
2008
2007
2006
$
5,662
$
5,000
$
4,156
$
905
$
865
$
645
16
%
17
%
16
%
$
14,530
$
12,583
$
8,467
(Dollars in millions)
2008
2007
2006
$
2,827
$
2,581
$
2,347
$
278
$
144
$
108
10%
6%
5%
$
6,192
$
3,809
$
3,119
Improved performance for the H-1 LRIP program of $46 million, primarily resulting from a
$30 million net charge recorded in the fourth
quarter of 2007 and $6 million in favorability in 2008, as discussed in more detail below;
$32 million in lower net charges for the ARH program, as discussed in more detail below;
$26 million in costs incurred in 2007 related to our exit of certain commercial models;
$14 million in commercial aircraft margins, primarily due to improved production efficiencies
for the 412 and 407 models; and
$11 million for the V-22 program, primarily due to manufacturing efficiencies.
An increase in ARH program charges from $14 million in 2006 to $32 million in 2007, which are
discussed in more detail below;
Lower H-1 LRIP program charges of $43 million, which are discussed in more detail below;
$22 million in lower V-22 profitability, largely due to a $15 million impact from lower
margin units, which have been unfavorably impacted by
higher overhead costs associated with increasing production capacity, and a $6 million award fee
recognized in 2006; and
Vendor termination costs of $37 million as a result of streamlining our legacy
commercial product lines, which were partially offset by
$29 million in lower overhead expense in the commercial business.
(Dollars in millions)
2008
2007
2006
$
2,116
$
1,334
$
1,061
$
279
$
191
$
141
13
%
14
%
13
%
$
2,476
$
2,379
$
1,335
(Dollars in millions)
2008
2007
2006
$
2,918
$
2,825
$
2,611
$
67
$
173
$
149
2
%
6
%
6
%
(Dollars in millions)
2008
2007
2006
$
723
$
875
$
798
$
(50
)
$
222
$
210
(7
)%
25
%
26
%
A $163 million impact from lower market interest rates;
$20 million in lower securitization gains, net of impairments; and
A lower gain on the sale of a leveraged lease investment of $16 million.
Higher average finance receivables of $722 million, primarily due to growth in the aviation
and resort finance businesses, which resulted in
additional revenues of $66 million;
A$21 million gain on the sale of a leveraged lease investment; and
A$20 million increase in securitization income, primarily related to a $588 million
increase in the level of receivables sold into the
distribution finance revolving securitization.
An increase of $56 million in securitization and other fee income as described above, and
An increase of $30 million related to growth in average finance receivables;
Partially offset by a $17 million decrease in portfolio yields related to competitive pricing pressures;
Lower leveraged lease earnings of $13 million due to an unfavorable cumulative
earnings adjustment attributable to the recognition of
residual value impairments;
Higher borrowing costs of $11 million relative to the Federal Funds rate;
A reduction in leveraged lease earnings of $8 million from the adoption of a new accounting
standard; and
Lower leveraged lease earnings of $7 million due to a gain in 2006 on the sale of an option
related to a leveraged lease asset.
(In millions, except for ratios)
2008
2007
2006
$
6,915
$
8,603
$
8,310
$
191
$
89
$
93
$
361
$
123
$
113
$
234
$
33
$
26
$
86
$
37
$
29
4.72
%
1.34
%
1.28
%
68.9
%
111.7
%
123.1
%
2.59
%
0.43
%
0.77
%
(Dollars in millions)
2008
2007
2006
$
145
9.35
%
$
21
1.24
%
$
29
1.89
%
83
4.97
%
9
0.57
%
16
1.22
%
64
9.29
%
23
1.20
%
7
0.28
%
35
1.14
%
20
0.89
%
12
0.70
%
23
2.31
%
16
1.81
%
34
35.43
%
27
24.73
%
33
19.74
%
$
361
4.72
%
$
123
1.34
%
$
113
1.28
%
Liquidation of finance receivables, including selected sales of finance receivables held for sale
by our Finance group;
Realignment of production in our commercial manufacturing businesses to match lower expected
demand;
Cost reduction activities, including reducing our workforce, freezing salaries,
curtailing most discretionary spending, including some
reductions in product development, and reducing most areas of discretionary capital spending;
and
Reduction of working capital with a focus on inventory management.
Payments/Receipts Due by Period
Less than
More than
(In millions)
1 year
1-2 Years
2-3 Years
3-4 Years
4-5 Years
5 years
Total
$
$
$
$
876
$
$
$
876
25
25
1,534
2,315
727
52
578
152
5,358
169
205
134
89
66
190
853
300
300
2,031
5
31
2,067
13
12
3
1
66
95
5
4
4
1
1
1
16
3,777
2,541
868
1,018
646
740
9,590
1,474
970
1,193
855
584
1,839
6,915
793
435
256
293
125
94
1,996
2,212
5
31
2,248
31
26
22
17
10
24
130
4,510
1,436
1,471
1,165
719
1,988
11,289
16
16
4,526
1,436
1,471
1,165
719
1,988
11,305
$
749
$
(1,105
)
$
603
$
147
$
73
$
1,248
$
1,715
$
749
$
(356
)
$
247
$
394
$
467
$
1,715
(1)
Contractual receipts and payments exclude finance charges from receivables, debt interest
payments and other items.
(2)
Commercial paper outstanding and the Textron intercompany loan are reflected as being repaid
in connection with the maturity of the Finance groups $1.75 billion committed multi-year
credit facility in 2012. Actual commercial paper issuances generally are outstanding for less
than 90 days; however, these issuances were replaced by a full drawdown on the multi-year
credit facility in February 2009.
(3)
Securitized on-balance sheet and securitized off-balance sheet debt payments are based on the
contractual receipts of the underlying receivables, which are remitted into the securitization
structure when and as they are received. These payments do not represent contractual
obligations of the Finance group, and we do not provide legal recourse to investors that
purchase interests in the securitizations beyond the credit enhancement inherent in the
retained subordinate interests.
(4)
Finance receivable receipts are based on contractual cash flows only and do not reflect any
reserves for uncollectible amounts. These receipts could differ due to prepayments,
charge-offs and other factors, including the inability of borrowers to repay the balance of
the loan at the contractual maturity date. Finance receivable receipts on the held for sale
portfolio exclude the potential negative impact from selling the portfolio at the estimated
fair value, which reflects a $293 million mark-to-market adjustment, net of the existing
allowance for loan losses of $44 million, as discussed in Note 5 to the Consolidated Financial
Statements.
Payments Due by Period
Less than
More than
(In millions)
1 Year
2 Years
3 Years
4 Years
5 Years
5 Years
Total
$
$
$
$
867
$
$
$
867
2
254
15
300
429
558
1,558
7
2
5
5
5
120
144
17
18
19
19
18
206
297
67
64
60
56
51
381
679
75
82
46
41
53
179
476
61
51
38
32
26
178
386
2,117
607
155
78
7
3
2,967
$
2,346
$
1,078
$
338
$
1,398
$
589
$
1,625
$
7,374
(1)
Commercial paper outstanding at January 3, 2009 is reflected as being repaid in connection
with the maturity of our $1.75 billion committed multi-year credit
facility in 2012. Actual commercial paper issuances generally are outstanding for less than 90
days; however, these issuances were replaced by a full draw-down on the multi-year credit facility in February 2009.
(2)
Amounts exclude interest payments.
(In millions)
2008
2007
2006
$
416
$
1,154
$
1,074
(642
)
(1,475
)
(730
)
(159
)
(75
)
(1,071
)
(In millions)
2008
2007
2006
$
167
$
262
$
338
(64
)
(281
)
(1,680
)
(146
)
29
1,391
(In millions)
2008
2007
2006
$
773
$
995
$
972
(413
)
(1,470
)
(2,050
)
(788
)
89
400
(In millions)
2008
2007
2006
$
(1,019
)
$
(1,160
)
$
(1,015
)
728
881
691
(2
)
(7
)
(36
)
(293
)
(286
)
(360
)
625
(142
)
(135
)
(80
)
483
(135
)
(80
)
$
190
$
(421
)
$
(440
)
(In millions)
2008
2007
2006
$
(23
)
$
54
$
(3
)
476
64
641
(2
)
(2
)
1
2008
2007
Sensitivity of
Sensitivity of
Fair Value
Fair Value
Carrying
Fair
to a 10%
Carrying
Fair
to a 10%
(In millions)
Value*
Value*
Change
Value*
Value*
Change
$
(653
)
$
(497
)
$
(50
)
$
(778
)
$
(776
)
$
(78
)
(20
)
(20
)
72
52
52
75
$
(673
)
$
(517
)
$
22
$
(726
)
$
(724
)
$
(3
)
$
(98
)
$
(98
)
$
(4
)
$
62
$
62
$
(18
)
$
(2,438
)
$
(2,074
)
$
(10
)
$
(1,998
)
$
(2,021
)
$
(37
)
$
5,665
$
4,828
$
173
$
7,364
$
7,378
$
33
(7,549
)
(6,663
)
(105
)
(7,336
)
(7,309
)
(80
)
133
133
5
19
19
18
(20
)
(20
)
(2
)
(1
)
(1
)
$
(1,771
)
$
(1,722
)
$
71
$
46
$
87
$
(29
)
*
The value represents an asset or (liability).
Page
43
44
46
47
48
49
51
90
91
Richard L. Yates
Senior Vice President, Corporate Controller and
Acting Chief Financial Officer
February 25, 2009
Boston, Massachusetts
February 25, 2009
(In millions, except per share data)
2008
2007
2006
$
13,523
$
11,740
$
10,175
723
875
798
14,246
12,615
10,973
10,757
9,267
8,145
1,639
1,579
1,407
526
432
484
438
234
33
26
13,588
11,363
10,016
658
1,252
957
(314
)
(373
)
(264
)
344
879
693
142
38
(92
)
$
486
$
917
$
601
$
1.40
$
3.52
$
2.72
0.58
0.15
(0.37
)
$
1.98
$
3.67
$
2.35
$
1.38
$
3.45
$
2.66
0.57
0.15
(0.35
)
$
1.95
$
3.60
$
2.31
(Dollars in millions, except share data)
2008
2007
$
531
$
471
924
958
3,159
2,593
592
540
36
607
5,242
5,169
2,115
1,918
1,865
1,916
1,454
1,605
10,676
10,608
16
60
6,724
8,514
1,658
169
946
640
9,344
9,383
$
20,020
$
19,991
$
876
$
355
1,117
840
2,622
2,615
151
467
4,766
4,277
2,930
2,171
1,693
1,791
9,389
8,239
540
462
337
472
7,388
7,311
8,265
8,245
17,654
16,484
2
2
32
32
1,229
1,193
3,025
2,766
(1,422
)
(400
)
2,866
3,593
500
86
2,366
3,507
$
20,020
$
19,991
Accumu-
lated
Other
Total
$ 2.08
$ 1.40
Compre-
Share-
Preferred
Preferred
Common
Capital
Retained
Treasury
hensive
holders
(In millions, except per share data)
Stock
Stock
Stock
Surplus
Earnings
Stock
Loss
Equity
$
4
$
6
$
26
$
1,533
$
5,808
$
(4,023
)
$
(78
)
$
3,276
601
601
45
45
(5
)
(5
)
(9
)
(9
)
(8
)
(8
)
58
58
682
(647
)
(647
)
(198
)
(198
)
253
253
(750
)
(750
)
33
33
$
4
$
6
$
26
$
1,786
$
6,211
$
(4,740
)
$
(644
)
$
2,649
917
917
57
57
53
53
38
38
96
96
1,161
(11
)
(11
)
(2
)
(6
)
(10
)
(770
)
(4,123
)
4,911
16
(16
)
(212
)
(212
)
157
4
161
(295
)
(295
)
20
34
54
$
2
$
$
32
$
1,193
$
2,766
$
(86
)
$
(400
)
$
3,507
486
486
(195
)
(195
)
(73
)
(73
)
14
14
35
35
(803
)
(803
)
536
(227
)
(227
)
73
17
90
(533
)
(533
)
(37
)
102
65
$
2
$
$
32
$
1,229
$
3,025
$
(500
)
$
(1,422
)
$
2,366
Consolidated
(In millions)
2008
2007
2006
$
486
$
917
$
601
142
38
(92
)
344
879
693
403
325
279
234
33
26
526
49
41
30
(43
)
(3
)
37
16
(39
)
(16
)
(671
)
(463
)
(412
)
8
(13
)
107
274
38
108
(157
)
444
374
(291
)
(299
)
(324
)
81
52
70
773
995
972
(23
)
54
(3
)
750
1,049
969
(10,860
)
(11,964
)
(11,225
)
10,630
11,059
9,534
518
917
493
(109
)
(1,092
)
(502
)
(14
)
8
(550
)
(385
)
(419
)
9
6
7
(100
)
49
3
54
(413
)
(1,470
)
(2,050
)
476
64
641
63
(1,406
)
(1,409
)
218
(412
)
338
1,461
2,226
2,000
(1,922
)
(1,394
)
(1,137
)
222
40
103
173
(533
)
(304
)
(761
)
(284
)
(154
)
(244
)
10
24
31
(788
)
89
400
(2
)
(2
)
1
(790
)
87
401
(7
)
21
23
16
(249
)
(16
)
531
780
796
$
547
$
531
$
780
*
Textron is segregated into a Manufacturing and a Finance group as described in Note 1. The
Finance groups pre-tax income (loss) is excluded from the Manufacturing groups cash flow, while
it includes dividends from the Finance group as cash flow from operating activities as they
represent a return on investment. In the fourth quarter of 2008, the Manufacturing group was
required to make a cash payment to the Finance group under a support agreement, which we reflected
as a capital contribution and classified as cash flow from operating activities. Capital
contributions to support Finance group growth are classified as cash flow from financing
activities. All significant transactions between the borrowing groups have been eliminated from the
consolidated column.
Manufacturing Group*
Finance Group*
2008
2007
2006
2008
2007
2006
$
486
$
917
$
601
$
(461
)
$
145
$
152
142
38
(92
)
(1
)
344
879
693
(461
)
145
153
603
(10
)
(73
)
(625
)
363
285
240
40
40
39
234
33
26
37
489
49
41
30
51
4
(1
)
(94
)
(7
)
38
16
(39
)
(16
)
(657
)
(446
)
(364
)
(22
)
(42
)
87
18
19
8
274
38
108
(87
)
388
308
(70
)
36
66
70
56
62
11
(4
)
8
416
1,154
1,074
167
262
338
(23
)
54
10
(13
)
393
1,208
1,084
167
262
325
-11,879
(13,124
)
(12,240
)
11,245
11,863
10,205
631
994
513
(109
)
(1,092
)
(338
)
(164
)
(14
)
8
(542
)
(375
)
(407
)
(8
)
(10
)
(12
)
9
6
7
(100
)
47
(4
)
18
(642
)
(1,475
)
(730
)
(64
)
(281
)
(1,680
)
476
64
641
(166
)
(1,411
)
(89
)
(64
)
(281
)
(1,680
)
867
(42
)
(241
)
(649
)
(370
)
579
(133
)
133
348
5
1,461
1,878
1,995
(348
)
(50
)
(16
)
(1,574
)
(1,344
)
(1,121
)
222
40
103
173
(533
)
(304
)
(761
)
(284
)
(154
)
(244
)
(142
)
(135
)
(80
)
(18
)
625
18
10
24
31
(159
)
(75
)
(1,071
)
(146
)
29
1,391
(2
)
(2
)
1
(161
)
(77
)
(1,070
)
(146
)
29
1,391
(6
)
18
22
(1
)
3
1
60
(262
)
(53
)
(44
)
13
37
471
733
786
60
47
10
$
531
$
471
$
733
$
16
$
60
$
47
Customer deposits
are recorded against inventory when the right of offset exists. All other customer deposits are
recorded in accrued liabilities.
January 3,
December 29,
(In millions)
2009
2007
$
$
125
131
20
81
216
10
26
10
599
26
8
$
36
$
607
$
12
$
178
38
24
115
2
36
333
115
134
$
151
$
467
(In millions)
2008
2007
2006
$
560
$
610
$
1,618
34
51
(76
)
3
15
16
31
36
(92
)
111
2
$
142
$
38
$
(92
)
Textron
(In millions)
Cessna
Bell
Systems
Industrial
Finance
Total
$
322
$
17
$
85
$
354
$
169
$
947
259
259
14
14
322
17
344
368
169
1,220
1
857
11
869
13
13
(17
)
(17
)
322
18
1,184
392
169
2,085
(5
)
(44
)
(49
)
17
(17
)
(169
)
(169
)
(2
)
(2
)
$
322
$
30
$
1,123
$
390
$
$
1,865
January 3, 2009
December 29, 2007
Weighted-
Average
Amortization
Gross
Gross
Period
Carrying
Accumulated
Carrying
Accumulated
(Dollars in millions)
(In years)
Amount
Amortization
Net
Amount
Amortization
Net
13
$
407
$
(43
)
$
364
$
393
$
(7
)
$
386
10
112
(35
)
77
111
(22
)
89
20
37
(12
)
25
34
(10
)
24
7
18
(13
)
5
27
(14
)
13
$
574
$
(103
)
$
471
$
565
$
(53
)
$
512
(In millions)
$
219
57
361
857
31
1,525
279
252
123
59
713
157
$
655
Overwatch Systems, a developer and provider of intelligence analysis software tools for the
defense industry, was acquired in December 2006.
Innovative Survivability Technologies, Inc., a supplier of innovative defensive systems to
military and homeland security customers, was acquired in July 2006.
Electrolux Financial Corporations dealer inventory finance business, which provides consumer
appliance and electronics dealers with wholesale inventory financing, was acquired in June 2006.
January 3,
December 29,
(In millions)
2009
2007
$
511
$
618
437
369
948
987
(24
)
(29
)
$
924
$
958
January 3,
December 29,
(In millions)
2009
2007
$
12,173
$
12,478
(820
)
(760
)
(532
)
(595
)
10,821
11,123
(2,248
)
(2,520
)
8,573
8,603
(1,658
)
$
6,915
$
8,603
Finance Receivables
Contractual Maturities
Outstanding
(In millions)
2009
2010
2011
2012
2013
Thereafter
2008
2007
$
392
$
351
$
354
$
362
$
358
$
970
$
2,787
$
2,052
226
200
444
249
61
28
1,208
2,254
191
132
256
170
148
309
1,206
1,240
468
144
25
4
5
1
647
1,900
151
145
97
81
23
111
608
613
46
(2
)
17
(11
)
(11
)
420
459
544
$
1,474
$
970
$
1,193
$
855
$
584
$
1,839
6,915
8,603
(191
)
(89
)
$
6,724
$
8,514
January 3,
December 29,
(In millions)
2009
2007
$
557
$
568
259
267
816
835
(208
)
(222
)
$
608
$
613
$
493
$
531
229
297
722
828
(263
)
(284
)
459
544
(350
)
(408
)
$
109
$
136
January 3,
December 29,
(In millions)
2009
2007
$
234
$
59
19
143
253
202
177
84
182
40
43
15
January 3,
December 29,
(In millions)
2009
2007
$
1,468
$
1,184
544
535
33
31
$
2,045
$
1,750
(In millions)
January 3, 2009
December 29, 2007
$
1,081
$
728
1,932
1,819
765
588
3,778
3,135
(619
)
(542
)
$
3,159
$
2,593
January 3,
December 29,
(In millions)
2009
2007
$
1,298
$
1,196
3,296
2,967
4,594
4,163
(2,479
)
(2,245
)
$
2,115
$
1,918
January 3,
December 29,
(In millions)
2009
2007
$
867
$
9
355
876
355
17
17
300
250
250
300
300
429
431
350
350
219
298
137
200
1,702
2,146
(9
)
(355
)
1,693
1,791
$
2,569
$
2,146
$
743
$
1,447
25
14
1,259
1,534
1,551
2,315
1,913
727
592
52
42
730
177
853
300
300
109
16
$
7,388
$
7,311
*
At the end of 2008 and 2007, variable-rate notes totaled $2.5 billion.
(In millions)
2009
2010
2011
2012
2013
$
9
$
256
$
20
$
305
$
434
1,728
2,520
861
141
644
$
1,737
$
2,776
$
881
$
446
$
1,078
Assets
Liabilities
(In millions)
2008
2007
2008
2007
$
112
$
19
$
(7
)
$
(1
)
112
19
(7
)
(1
)
2
50
(41
)
(6
)
(4
)
(4
)
62
(98
)
21
(1
)
23
112
(144
)
(10
)
$
135
$
131
$
(151
)
$
(11
)
$
$
$
(43
)
$
(8
)
(13
)
$
$
$
(56
)
$
(8
)
Amount of Gain(Loss)
(In millions)
Gain(Loss) Location
2008
2007
Interest expense, net
$
$
(5
)
Interest expense, net
113
37
Amount of Gain(Loss) in OCI
Reclassification Adjustment
Reclassification Adjustment
(Effective Portion)
Gain(Loss) Amount
Gain(Loss) Location
(In millions)
(Effective Portion)
2008
2007
2008
2007
Cost of sales
$
(37
)
$
52
$
(14
)
$
37
Cost of sales
(6
)
(5
)
Selling and administrative
(7
)
14
(9
)
1
Interest expense, net
(5
)
(2
)
Quoted Prices
in Active
Markets for
Significant
Identical
Other
Significant
Assets or
Observable
Unobservable
Liabilities
Inputs
Inputs
(In millions)
Total
(Level 1)
(Level 2)
(Level 3)
$
2
$
$
2
$
2
2
112
112
12
12
124
112
12
$
126
$
$
114
$
12
$
98
$
98
$
$
84
84
182
98
84
$
182
$
98
$
84
$
(In millions)
$
43
66
2
(19
)
(21
)
(59
)
$
12
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(In millions)
Total
(Level 1)
(Level 2)
(Level 3)
$
1,658
$
$
$
1,658
191
191
$
1,849
$
$
$
1,849
January 3, 2009
December 29, 2007
Carrying
Estimated
Carrying
Estimated
(In millions)
Value
Fair Value
Value
Fair Value
$
(2,438
)
$
(2,074
)
$
(1,998
)
$
(2,021
)
5,665
4,828
7,363
7,378
188
178
160
160
95
78
20
20
(7,549
)
(6,663
)
(7,336
)
(7,309
)
(In thousands)
2008
2007
2006
250,061
251,192
260,369
(11,649
)
(5,902
)
(17,148
)
1,147
3,404
6,634
60
89
102
2,422
1,278
1,235
242,041
250,061
251,192
2008
2007
2006
Average
Average
Average
(Dollars in millions, shares in thousands)
Income
Shares
Income
Shares
Income
Shares
$
344
245,686
$
879
249,792
$
693
255,098
4,144
5,034
5,346
$
344
249,830
$
879
254,826
$
693
260,444
Pension and
Deferred
Currency
Postretirement
Gains (Losses)
Translation
Benefits
on Hedge
(In millions)
Adjustment
Adjustments
Contracts
Total
$
127
$
(229
)
$
24
$
(78
)
(647
)
(647
)
45
58
(5
)
98
(47
)
39
(8
)
(9
)
(9
)
125
(779
)
10
(644
)
57
96
53
206
58
(20
)
38
182
(625
)
43
(400
)
(195
)
(803
)
(73
)
(1,071
)
2
33
35
31
(17
)
14
$
(11
)
$
(1,364
)
$
(47
)
$
(1,422
)
Restructuring Charges
Total
Severance
Contract
Asset
Total
Other
Special
(In millions)
Costs
Terminations
Impairments
Restructuring
Charges
Charges
$
5
$
$
$
5
$
$
5
1
1
1
16
9
25
25
15
1
11
27
462
489
6
6
6
$
43
$
1
$
20
$
64
$
462
$
526
Severance
Contract
Asset
(In millions)
Costs
Terminations
Impairments
Total
$
43
$
1
$
20
$
64
(20
)
(20
)
(7
)
(7
)
$
36
$
1
$
$
37
(In millions)
2008
2007
2006
$
(78
)
$
150
$
92
100
(53
)
(21
)
29
(51
)
(28
)
$
51
$
46
$
43
1
(1
)
$
51
$
45
$
44
2008
2007
2006
2
%
2
%
2
%
30
%
30
%
25
%
3
%
5
%
4
%
5.1
5.5
6.0
(In millions)
2008
2007
2006
$
28
$
85
$
120
40
103
173
10
27
38
2008
2007
2006
Weighted-
Weighted-
Weighted-
Average
Average
Average
Number of
Exercise
Number of
Exercise
Number of
Exercise
(Shares in thousands)
Options
Price
Options
Price
Options
Price
9,024
$
35.37
10,840
$
31.88
16,292
$
28.12
1,692
53.46
1,860
45.87
2,000
43.98
(1,147
)
34.26
(3,410
)
29.93
(6,638
)
26.17
(548
)
41.86
(266
)
36.26
(814
)
32.77
9,021
$
38.51
9,024
$
35.37
10,840
$
31.88
5,774
$
32.45
5,395
$
29.63
6,946
$
27.82
The fair value of a restricted stock unit paid in stock is based on the trading price of our common
stock on the date of grant, less required adjustments for certain awards, to reflect the fair value
of the award as dividends are not paid or accrued until those restricted stock unit vests. The
weighted-average grant date fair value of restricted stock units paid in stock that were granted in
2008, 2007 and 2006 was approximately $53, $45 and $41 per share, respectively.
Weighted-
Average
Grant
Number of
Date Fair
(Shares in thousands)
Shares
Value
2,506
$
37.40
764
53.09
(521
)
28.46
(308
)
40.45
2,441
$
43.83
The value of the share-based compensation awards that vested and/or were paid during the respective
periods is as follows:
(In millions)
2008
2007
2006
$
47
$
38
$
32
10
10
13
10
46
42
40
42
37
3
4
1
The components of our net periodic benefit cost (income) and other amounts recognized in other
comprehensive income are as follows:
Postretirement Benefits
Pension Benefits
Other than Pensions
(In millions)
2008
2007
2006
2008
2007
2006
$
141
$
127
$
135
$
8
$
8
$
9
302
271
263
40
39
38
(404
)
(369
)
(360
)
1
19
18
19
(5
)
(4
)
(5
)
19
40
34
15
20
20
$
77
$
87
$
92
$
58
$
63
$
62
$
(19
)
$
(40
)
$
(34
)
$
(15
)
$
(20
)
$
(20
)
1,329
(30
)
546
(32
)
(52
)
254
(19
)
(18
)
(19
)
5
4
5
7
44
178
(27
)
(5
)
(17
)
$
1,298
$
(44
)
$
671
$
(69
)
$
(73
)
$
222
$
1,375
$
43
$
763
$
(11
)
$
(10
)
$
284
Postretirement Benefits
Pension Benefits
Other than Pensions
(In millions)
2008
2007
2008
2007
$
5,202
$
4,924
$
714
$
713
141
127
8
8
302
271
40
39
8
44
(27
)
(5
)
5
4
(205
)
(114
)
(31
)
6
(295
)
(270
)
(73
)
(67
)
198
16
(52
)
22
(13
)
$
5,088
$
5,202
$
636
$
714
$
5,026
$
4,751
$
$
(1,139
)
347
41
26
(295
)
(270
)
158
(59
)
14
$
3,574
$
5,026
$
$
$
(1,514
)
$
(176
)
$
(636
)
$
(714
)
Postretirement Benefits
Pension Benefits
Other than Pensions
(In millions)
2008
2007
2008
2007
$
47
$
288
$
$
(18
)
(13
)
(63
)
(68
)
(1,543
)
(469
)
(573
)
(646
)
1,844
534
115
162
172
185
(35
)
(13
)
Postretirement Benefits
Pension Benefits
Other than Pensions
2008
2007
2006
2008
2007
2006
5.99
%
5.63
%
5.61
%
6.00
%
5.66
%
5.65
%
8.66
%
8.63
%
8.64
%
4.48
%
4.45
%
4.48
%
6.28
%
5.99
%
5.62
%
6.25
%
6.00
%
5.65
%
4.47
%
4.44
%
4.50
%
One-
One-
Percentage-
Percentage-
Point
Point
(In millions)
Increase
Decrease
$
4
$
(3
)
43
(38
)
(In millions)
2008
2007
$
4,867
$
569
4,463
491
3,323
184
(In millions)
2008
2007
$
85
$
1,536
62
1,365
69
1,412
January 3,
December 29,
Asset Category
2009
2007
48
%
57
%
30
26
12
10
10
7
100
%
100
%
Post-
retirement
Expected
Benefits
Medicare
Pension
Other than
Part D
(In millions)
Benefits
Pensions
Subsidy
$
308
$
69
$
(4
)
313
70
(4
)
321
70
(4
)
330
69
(4
)
337
67
(4
)
1,818
303
(18
)
(In millions)
2008
2007
2006
$
625
$
1,106
$
810
33
146
147
$
658
$
1,252
$
957
(In millions)
2008
2007
2006
$
327
$
333
$
152
16
20
8
14
51
36
357
404
196
(61
)
7
46
4
(24
)
28
14
(14
)
(6
)
(43
)
(31
)
68
$
314
$
373
$
264
2008
2007
2006
35.0
%
35.0
%
35.0
%
2.1
1.0
2.3
8.0
(1.1
)
(2.4
)
(0.1
)
(1.2
)
(5.6
)
(0.5
)
(2.4
)
(2.7
)
(1.6
)
(0.5
)
5.9
(1.5
)
(0.8
)
3.3
1.2
0.7
4.8
(1.8
)
(0.8
)
(0.6
)
(1.3
)
(1.8
)
(2.5
)
47.7
%
29.8
%
27.6
%
January 3,
December 29,
(In millions)
2009
2007
$
367
$
345
24
33
4
5
(71
)
(6
)
(10
)
$
324
$
367
January 3,
December 29,
(In millions)
2009
2007
$
11
$
13
85
109
83
89
159
224
90
46
63
74
816
363
135
31
26
235
221
1,708
1,165
(175
)
(169
)
$
1,533
$
996
$
(601
)
$
(582
)
(102
)
(93
)
(22
)
(29
)
(34
)
(157
)
(173
)
(911
)
(882
)
$
622
$
114
January 3,
December 29,
(In millions)
2009
2007
$
272
$
242
687
344
959
586
(337
)
(472
)
$
622
$
114
(In millions)
2008
2007
$
154
$
141
34
14
14
15
(In millions)
2008
2007
2006
$
476
$
365
$
351
504
449
435
$
980
$
814
$
786
January 3, 2009
December 29, 2007
Maximum
Carrying
Maximum
Carrying
Potential
Amount of
Potential
Amount of
(In millions)
Payment*
Liability
Payment*
Liability
$
331
$
$
300
$
30
3
30
3
17
19
17
29
3
4
*
These agreements include uncapped guarantees as described below.
(In millions)
2008
2007
2006
$
315
$
310
$
313
190
189
188
(195
)
(178
)
(165
)
(26
)
(15
)
(26
)
(4
)
9
$
280
$
315
$
310
*
Adjustments include changes to prior year estimates, new issues on prior year sales and currency
translation adjustments.
(In millions)
2008
2007
2006
$
139
$
114
$
111
310
388
341
357
314
179
52
48
2
4
(82
)
(46
)
*
Cash paid for interest by the Manufacturing group includes amounts paid to our Finance group
of $1 million, $2 million and $4 million in 2008, 2007 and 2006, respectively. Cash paid for
interest by the Finance group includes amounts paid to the Manufacturing group of $3 million
in 2008.
January 3,
December 29,
(In millions)
2009
2007
$
993
$
1,003
280
315
305
317
140
115
98
104
84
14
82
86
58
640
603
$
2,622
$
2,615
Kautex products include blow-molded fuel systems, windshield and headlamp washer systems,
metal fuel fillers, engine camshafts and other
parts that are marketed primarily to automobile original equipment manufacturers;
Greenlee products include powered equipment, electrical test and measurement instruments,
hand and hydraulic powered tools, and
electrical and fiber optic connectors, principally used in the electrical construction and
maintenance, plumbing, wiring, telecommunications and data communications industries; and
E-Z-GO and Jacobsen products include golf cars, professional turf-maintenance equipment,
and off-road, multipurpose utility and
specialized turf-care vehicles that are marketed primarily to golf courses, resort communities,
municipalities, sporting venues, and commercial and industrial users.
Revenues
Segment Profit
(In millions)
2008
2007
2006
2008
2007
2006
$
5,662
$
5,000
$
4,156
$
905
$
865
$
645
2,827
2,581
2,347
278
144
108
2,116
1,334
1,061
279
191
141
2,918
2,825
2,611
67
173
149
723
875
798
(50
)
222
210
$
14,246
$
12,615
$
10,973
1,479
1,595
1,253
(526
)
(170
)
(256
)
(206
)
(125
)
(87
)
(90
)
$
658
$
1,252
$
957
Revenues
(In millions)
2008
2007
2006
$
5,662
$
5,000
$
4,156
2,827
2,581
2,347
2,116
1,334
1,061
1,763
1,723
1,542
435
426
373
720
676
696
723
875
798
$
14,246
$
12,615
$
10,973
Assets
(In millions)
2008
2007
2006
$
2,955
$
2,459
$
2,091
2,167
1,850
1,596
2,364
2,512
1,002
1,788
1,916
1,839
9,344
9,383
9,000
1,366
1,264
1,451
36
607
604
$
20,020
$
19,991
$
17,583
Capital Expenditures
Depreciation and Amortization
(In millions)
2008
2007
2006
2008
2007
2006
$
285
$
163
$
120
$
105
$
86
$
78
138
78
170
71
59
48
39
39
40
88
44
19
69
83
70
83
79
80
8
10
12
40
40
39
11
12
7
16
17
15
$
550
$
385
$
419
$
403
$
325
$
279
Revenues*
Property, Plant and Equipment,
net**
(In millions)
2008
2007
2006
2008
2007
2006
$
8,821
$
7,911
$
6,876
$
1,728
$
1,550
$
1,367
2,613
2,373
1,884
246
248
214
442
440
440
82
78
73
1,131
845
621
18
18
21
754
623
553
65
57
57
485
423
599
$
14,246
$
12,615
$
10,973
$
2,139
$
1,951
$
1,732
*
Revenues are attributed to countries based on the location of the customer.
**
Property, plant and equipment, net are based on the location of the asset.
(Unaudited)
2008
2007
(Dollars in millions, except per share amounts)
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
$
1,497
$
1,418
$
1,501
$
1,246
$
1,561
$
1,268
$
1,203
$
968
853
702
698
574
755
650
596
580
510
503
528
575
330
326
319
359
598
726
841
753
733
652
729
711
148
184
177
214
212
214
239
210
$
3,606
$
3,533
$
3,745
$
3,362
$
3,591
$
3,110
$
3,086
$
2,828
$
198
$
238
$
262
$
207
$
288
$
222
$
200
$
155
94
63
68
53
54
58
7
25
67
74
67
71
30
43
52
66
(24
)
6
44
41
35
23
55
60
(123
)
18
13
42
48
54
68
52
212
399
454
414
455
400
382
358
(526
)
(48
)
(38
)
(43
)
(41
)
(86
)
(52
)
(67
)
(51
)
(34
)
(32
)
(29
)
(30
)
(21
)
(19
)
(23
)
(24
)
48
(119
)
(128
)
(115
)
(101
)
(104
)
(81
)
(87
)
(348
)
210
254
228
247
225
211
196
139
(4
)
4
3
9
30
(1
)
$
(209
)
$
206
$
258
$
231
$
256
$
255
$
210
$
196
$
(1.44
)
$
0.86
$
1.02
$
0.92
$
0.99
$
0.90
$
0.84
$
0.78
0.57
(0.01
)
0.02
0.01
0.03
0.12
$
(0.87
)
$
0.85
$
1.04
$
0.93
$
1.02
$
1.02
$
0.84
$
0.78
241,405
243,083
249,430
249,158
249,650
249,332
249,703
250,095
$
(1.44
)
$
0.85
$
1.00
$
0.90
$
0.97
$
0.88
$
0.83
$
0.77
0.57
(0.01
)
0.02
0.01
0.03
0.12
$
(0.87
)
$
0.84
$
1.02
$
0.91
$
1.00
$
1.00
$
0.83
$
0.77
241,405
246,524
254,019
254,358
255,294
254,321
254,271
254,873
13.2
%
16.8
%
17.4
%
16.6
%
18.4
%
17.5
%
16.6
%
16.0
%
11.0
9.0
9.7
9.2
7.2
8.9
1.2
4.3
13.1
14.7
12.7
12.3
9.1
13.2
16.3
18.4
(4.0
)
0.8
5.2
5.4
4.8
3.5
7.5
8.4
(83.1
)
9.8
7.3
19.6
22.6
25.2
28.5
24.8
5.9
%
11.3
%
12.1
%
12.3
%
12.7
%
12.9
%
12.4
%
12.7
%
$
29.28
$
48.87
$
64.24
$
71.30
$
73.38
$
63.13
$
56.91
$
49.10
$
11.69
$
32.04
$
47.73
$
51.26
$
62.58
$
53.01
$
45.35
$
44.08
$
0.23
$
0.23
$
0.23
$
0.23
$
0.23
$
0.23
$
0.194
$
0.194
(a)
In the third quarter of 2008, we reached an agreement to sell our Fluid & Power business, and
we subsequently closed on this sale in the fourth quarter of 2008. As a result, Fluid & Power was
reclassified out of the Industrial segment and into discontinued operations in the third quarter of
2008. All periods presented have been recast to reflect this presentation.
(b)
Special charges include restructuring charges of $64 million and charges related to strategic
actions taken at the Finance segment totaling $462 million. During the fourth quarter of 2008, we
announced our plans to exit portions of our commercial finance business. As a result, we recorded
an impairment charge of $169 million for unrecoverable goodwill and designated a portion of our
finance receivables as held for sale, resulting in an initial pre-tax mark-to-market adjustment of
$293 million.
(c)
Prior period amounts have been restated to reflect a
two-for-one stock split in the third quarter of 2007.
(d)
For Q4 2008, the diluted earnings per share average shares base excludes potential common
shares such as convertible preferred stock, stock options and restricted stock due to their
antidilutive effect resulting from the net loss.
(In millions)
2008
2007
2006
$
29
$
29
$
33
5
3
3
(10
)
(3
)
(7
)
$
24
$
29
$
29
$
22
$
39
$
40
5
2
(6
)
(19
)
(1
)
$
21
$
22
$
39
$
83
$
70
$
66
65
33
27
(32
)
(20
)
(23
)
$
116
$
83
$
70
$
89
$
93
$
96
234
33
26
(44
)
(88
)
(37
)
(29
)
$
191
$
89
$
93
*
Deductions primarily include uncollectible accounts written off (less recoveries), inventory
disposals and currency translation adjustments.
Exhibits
Restated Certificate of Incorporation of Textron as filed January 29, 1998. Incorporated by reference to Exhibit 3.1 to Textrons Annual
Report on Form 10-K for the fiscal year ended January 3, 1998.
Amended and Restated By-Laws of Textron Inc. Incorporated by reference to Exhibit 3.1 to Textrons Current Report on
Form 8-K filed
September 26, 2008.
Indenture dated as of December 9, 1999, between Textron Financial Corporation and SunTrust Bank (formerly known as Sun Trust
Bank, Atlanta) (including form of debt securities). Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to Textron Financial
Corporations Registration Statement on Form S-3 (No. 333-88509).
First Supplemental Indenture dated November 16, 2006, between Textron Financial Corporation and U.S. Bank National Association
(successor trustee to Sun Trust Bank) to Indenture dated as of December 9, 1999. Incorporated by reference to Exhibit 4.3 of Textron
Financial Corporations Form S-3 (File No. 333-138755).
Form of Medium-Term Note of Textron Financial Corporation. Incorporated by reference to Exhibit 4.3 to Textron Financial
Corporations Current Report on Form 8-K filed November 17, 2006.
Indenture dated as of November 30, 2001, between Textron Financial Canada Funding Corp. and Sun Trust Bank, guaranteed by
Textron Financial Corporation. Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to Textron Financial Corporations
Registration Statement on Form S-3 (No. 333-108464).
First Supplemental Indenture, dated November 16, 2006, between Textron Financial Canada Funding Corp., Textron Financial
Corporation and U.S. Bank National Association (successor trustee to Sun Trust Bank) to Indenture dated November 30, 2001.
Incorporated by reference to Exhibit 4.4 of Textron Financial Corporations Form S-3 (File No. 333-138755).
Form of Medium-Term Note of Textron Financial Canada Funding Corp. Incorporated by reference to Exhibit 4.4 to Textron Financial
Corporations Current Report on Form 8-K filed November 17, 2006.
Amended and Restated Indenture, dated as of May 26, 2005, by and between Textron Financial Floorplan Master Note Trust and The
Bank of New York, as indenture trustee. Incorporated by reference to Exhibit 4.1 of Textron Financial Corporations Current Report on
Form 8-K filed June 1, 2005.
Amended and Restated Series 2001-1 Supplement, dated as of May 26, 2005, to the Amended and Restated Indenture, dated as of
May 26, 2005, by and among Textron Financial Floorplan Master Note Trust, The Bank of New York, as indenture trustee, and Textron
Financial Corporation, as servicer. Incorporated by reference to Exhibit 4.2 of Textron Financial Corporations Current Report on
Form 8-K filed June 1, 2005.
Series 2005-A Supplement, dated as of May 26, 2005, to the Amended and Restated Indenture, dated as of May 26, 2005, by and
among Textron Financial Floorplan Master Note Trust, The Bank of New York, as indenture trustee, and Textron Financial
Corporation, as servicer. Incorporated by reference to Exhibit 4.3 of Textron Financial Corporations Current Report on Form 8-K filed
June 1, 2005.
Series 2006-A Supplement, dated as of April 19, 2006, to the Amended and Restated Indenture, dated as of May 26, 2005, by and
among Textron Financial Floorplan Master Note Trust, The Bank of New York, as indenture trustee, and Textron Financial
Corporation, as servicer. Incorporated by reference to Exhibit 4.1 of Textron Financial Corporations Current Report on Form 8-K filed
April 24, 2006.
Series 2007-A Supplement, dated as of March 29, 2007, to the Amended and Restated Indenture, dated as of May 26, 2005, by and
among Textron Financial Floorplan Master Note Trust, The Bank of New York, as indenture trustee, and Textron Financial
Corporation, as servicer. Incorporated by reference to Exhibit 4.1 to Textron Financial Corporations current report on Form 8-K filed
March 29, 2007.
Series 2008-CP-1 Supplement, dated as of March 20, 2008, to the Amended and Restated Indenture, dated as of May 26, 2005, by
and among Textron Financial Floorplan Master Note Trust, The Bank of New York, as Indenture Trustee, and Textron Financial
Corporation, as servicer. Incorporated by reference to Exhibit 4.1 to Textron Financial Corporations Current Report on Form 8-K filed
March 26, 2008.
Amendment No. 1, dated as of May 13, 2008, to Series 2008-CP-1 Supplement, dated as of March 20, 2008, to the Amended and
Restated Indenture, dated as of May 26, 2005, by and among Textron Financial Floorplan Master Note Trust, The Bank of New York,
as indenture trustee, and Textron Financial Corporation, as servicer. Incorporated by reference to Exhibit 4.2 to Textron Financial
Corporations Current Report on Form 8-K filed May 16, 2008.
Series 2008-CP-2 Supplement, dated as of May 13, 2008, to the Amended and Restated Indenture, dated as of May 26, 2005, by and
among Textron Financial Floorplan Master Note Trust, The Bank of New York, as indenture trustee, and Textron Financial
Corporation, as servicer. Incorporated by reference to Exhibit 4.1 to Textron Financial Corporations Current Report on Form 8-K filed
May 16, 2008.
Support Agreement dated as of May 25, 1994, between Textron Inc. and Textron Financial Corporation. Incorporated by reference to
Exhibit 10.1 to Textron Financial Corporations Registration Statement on Form 10 (File No. 0-27559).
Instruments defining the rights of holders of certain issues of long-term debt of Textron have not been filed as exhibits because the
authorized principal amount of any one of such issues does not exceed 10% of the total assets of Textron and its subsidiaries on a
consolidated basis. Textron agrees to furnish a copy of each such instrument to the Commission upon request.
Exhibits 10.1 through 10.21 below are management contracts or compensatory plans, contracts or agreements.
Textron Inc. 2007 Long-Term Incentive Plan (amended and restated as of May 1, 2007). Incorporated by reference to Exhibit 10.1 to
Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007.
Amendment No.1 to Textron Inc. 2007 Long-Term Incentive Plan (amended and restated as of May 1, 2007), effective July 23, 2008.
Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 27,
2008.
Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2007.
Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2007.
Form of Restricted Stock Unit Grant Agreement. Incorporated by reference to Exhibit 10.4 to Textrons Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2007.
Form of Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.2 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008.
Form of Cash-Settled Restricted Stock Unit Grant Agreement with Dividend Equivalents.
Form of Performance Share Unit Grant Agreement.
Performance Factors for Executive Officers for Performance Share Units under Textron Inc. 2007 Long-Term Incentive Plan.
Incorporated by reference to Exhibit 99.2 to Textrons Current Report on Form 8-K filed January 23, 2009.
Textron Inc. Short-Term Incentive Plan (As amended and restated effective July 25, 2007). Incorporated by reference to Exhibit 10.2
to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Objectives for Executive Officers under Textron Inc. Short-Term Incentive Plan. Incorporated by reference to Exhibit 99.1 to Textrons
Current Report on Form 8-K filed January 23, 2009.
Textron Inc. 1999 Long-Term Incentive Plan for Textron Employees (Amended and Restated Effective July 25, 2007). Incorporated by
reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended July 3, 2004.
Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended July 3, 2004.
Form of Restricted Stock Grant Agreement. Incorporated by reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended July 3, 2004.
Performance Share Unit Plan for Textron Employees (July 25, 2007). Incorporated by reference to Exhibit 10.4 to Textrons Quarterly
Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Performance Factors for Executive Officers for Performance Share Units. Incorporated by reference to Exhibit 10.8B to Textrons
Annual Report on Form 10-K for the fiscal year ended December 30, 2006.
Textron Spillover Savings Plan, effective January 1, 2009, including Appendix A, Defined Contribution Provisions of the
Supplemental Benefits Plan for Textron Key Executives (As in effect before January 1, 2008).
Textron Spillover Pension Plan, As Amended and Restated Effective January 1, 2009, including Appendix A (as amended and
restated effective January 1, 2009), Defined Benefit Provisions of the Supplemental Benefits Plan for Textron Key Executives (As in
effect before January 1, 2007).
Supplemental Retirement Plan for Textron Key Executives, As Amended and Restated Effective January 1, 2009, including Appendix
A, Provisions of the Supplemental Retirement Plan for Textron Key Executives (As in effect before January 1, 2008).
Deferred Income Plan for Textron Executives, Effective January 1, 2009, including Appendix A, Provisions of the Deferred Income
Plan for Textron Key Executives (As in effect before January 1, 2008).
Deferred Income Plan for Non-Employee Directors, As Amended and Restated Effective January 1, 2009, including Appendix A,
Prior Plan Provisions (As in effect before January 1, 2008).
Survivor Benefit Plan for Textron Key Executives (As amended and restated effective July 25, 2007). Incorporated by reference to
Exhibit 10.5 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Form of Indemnity Agreement between Textron and its directors and executive officers. Incorporated by reference to Exhibit A to
Textrons Proxy Statement for its Annual Meeting of Shareholders on April 29, 1987.
Amended and Restated Employment Agreement between Textron and Kenneth C. Bohlen dated as of February 26, 2008. Incorporated
by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008.
Second Amended and Restated Employment Agreement between Textron and John D. Butler dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.3 to Textrons Current Report on Form 8-K filed February 28, 2008.
Amended and Restated Employment Agreement between Textron and Lewis B. Campbell dated as of February 26, 2008. Incorporated
by reference to Exhibit 10.1 to Textrons Current Report on Form 8-K filed February 28, 2008.
Letter Agreement between Textron and Scott C. Donnelly, dated June 26, 2008. Incorporated by reference to Exhibit 10.1 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008.
Amendment to Letter Agreement between Textron and Scott C. Donnelly, dated December 16, 2008, together with Addendum No. 1
thereto, dated December 23, 2008.
Amended and Restated Employment Agreement between Textron and Theodore R. French dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.2 to Textrons Current Report on Form 8-K filed February 28, 2008.
Second Amended and Restated Employment Agreement between Textron and Mary L. Howell dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.4 to Textrons Current Report on Form 8-K filed February 28, 2008.
Second Amended and Restated Employment Agreement between Textron and Terrence ODonnell dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.5 to Textrons Current Report on Form 8-K filed February 28, 2008.
Restricted Stock Awards granted to Lewis B. Campbell on January 1, 2001. Incorporated by reference to Exhibit 10.14D to Textrons
Annual Report on Form 10-K for the fiscal year ended December 30, 2000.
Amendments to Retention Awards granted to Lewis B. Campbell. Incorporated by reference to Exhibit 10.14E to Textrons Annual
Report on Form 10-K for the fiscal year ended December 29, 2001.
Director Compensation. Incorporated by reference to Exhibit 10.21 to Textrons Annual Report on Form 10-K for the fiscal year ended
December 29, 2007.
Form of Aircraft Time Sharing Agreement between Textron and its executive officers. Incorporated by reference to Exhibit 10.3 to
Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008.
5-Year Credit Agreement, dated as of March 28, 2005, among Textron, the Banks listed therein, JPMorgan Chase Bank, N.A., as
Administrative Agent, and Citibank, N.A., as Syndication Agent (the 5-Year Credit Agreement). Incorporated by reference to Exhibit
10.1 to Textrons Current Report on Form 8-K filed March 31, 2005.
Amendment No. 1, dated as of April 21, 2006, to 5-Year Credit Agreement. Incorporated by reference to Exhibit 10.1 to Textrons
Current Report on Form 8-K filed April 25, 2006.
Amendment No. 2, dated as of April 20, 2007 to 5-Year Credit Agreement. Incorporated by reference to Exhibit 10.1 to Textrons
Current Report on Form 8-K filed April 24, 2007.
Five-Year Credit Agreement dated July 28, 2003 among Textron Financial Corporation, the Banks listed therein, and JPMorgan
Chase Bank, as Administrative Agent. Incorporated by reference to Exhibit 10.2 to Textron Financial Corporations Current Report on
Form 8-K as filed on August 26, 2003.
Amendment No. 1, dated as of July 25, 2005, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein, and JPMorgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to Exhibit
10.1 of Textron Financial Corporations Current Report on Form 8-K filed July 27, 2005.
Amendment No. 2, dated as of April 28, 2006, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein, and JPMorgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to Exhibit
10.1 of Textron Financial Corporations Current Report on Form 8-K filed May 1, 2006.
Amendment No. 3, dated as of April 27, 2007, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein and JPMorgan Chase Bank as Administrative Agent. Incorporated by reference to Exhibit 10.1
of Textron Financial Corporations Current Report on Form 8-K dated April 27, 2007.
Master Services Agreement between Textron Inc. and Computer Sciences Corporation dated October 27, 2004. Confidential
treatment has been requested for portions of this agreement. Incorporated by reference to Exhibit 10.26 to Textrons Annual Report
on Form 10-K for the fiscal year ended January 1, 2005.
Amendment No. 4 to Master Services Agreement between Textron Inc. and Computer Services Corporation, dated July 1, 2007.
Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29,
2007.
Computation of ratio of income to
fixed charges of Textron Inc.s Manufacturing Group.
Computation of ratio of income to
fixed charges of Textron Inc., including all majority-owned
subsidiaries.
Certain subsidiaries of Textron. Other subsidiaries, which considered in the aggregate do not constitute a significant subsidiary, are
omitted from such list.
Consent of Independent Registered Public Accounting Firm.
Power of attorney.
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
TEXTRON INC.
Registrant
By:
/s/Richard L. Yates
Senior Vice President, Corporate Controller
and Acting Chief Financial Officer
Name
Title
Chairman, Chief Executive Officer and
Director
(principal executive officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Senior Vice President, Corporate
Controller and Acting Chief Financial Officer
(principal
financial officer and principal accounting officer)
/s/ Jayne M. Donegan
Exhibits
Restated Certificate of Incorporation of Textron as filed January 29, 1998. Incorporated by reference to Exhibit 3.1 to Textrons Annual
Report on Form 10-K for the fiscal year ended January 3, 1998.
Amended and Restated By-Laws of Textron Inc. Incorporated by reference to Exhibit 3.1 to Textrons Current Report on
Form 8-K filed
September 26, 2008.
Indenture dated as of December 9, 1999, between Textron Financial Corporation and SunTrust Bank (formerly known as Sun Trust
Bank, Atlanta) (including form of debt securities). Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to Textron Financial
Corporations Registration Statement on Form S-3 (No. 333-88509).
First Supplemental Indenture dated November 16, 2006, between Textron Financial Corporation and U.S. Bank National Association
(successor trustee to Sun Trust Bank) to Indenture dated as of December 9, 1999. Incorporated by reference to Exhibit 4.3 of Textron
Financial Corporations Form S-3 (File No. 333-138755).
Form of Medium-Term Note of Textron Financial Corporation. Incorporated by reference to Exhibit 4.3 to Textron Financial
Corporations Current Report on Form 8-K filed November 17, 2006.
Indenture dated as of November 30, 2001, between Textron Financial Canada Funding Corp. and Sun Trust Bank, guaranteed by
Textron Financial Corporation. Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to Textron Financial Corporations
Registration Statement on Form S-3 (No. 333-108464).
First Supplemental Indenture, dated November 16, 2006, between Textron Financial Canada Funding Corp., Textron Financial
Corporation and U.S. Bank National Association (successor trustee to Sun Trust Bank) to Indenture dated November 30, 2001.
Incorporated by reference to Exhibit 4.4 of Textron Financial Corporations Form S-3 (File No. 333-138755).
Form of Medium-Term Note of Textron Financial Canada Funding Corp. Incorporated by reference to Exhibit 4.4 to Textron Financial
Corporations Current Report on Form 8-K filed November 17, 2006.
Amended and Restated Indenture, dated as of May 26, 2005, by and between Textron Financial Floorplan Master Note Trust and The
Bank of New York, as indenture trustee. Incorporated by reference to Exhibit 4.1 of Textron Financial Corporations Current Report on
Form 8-K filed June 1, 2005.
Amended and Restated Series 2001-1 Supplement, dated as of May 26, 2005, to the Amended and Restated Indenture, dated as of
May 26, 2005, by and among Textron Financial Floorplan Master Note Trust, The Bank of New York, as indenture trustee, and Textron
Financial Corporation, as servicer. Incorporated by reference to Exhibit 4.2 of Textron Financial Corporations Current Report on
Form 8-K filed June 1, 2005.
Series 2005-A Supplement, dated as of May 26, 2005, to the Amended and Restated Indenture, dated as of May 26, 2005, by and
among Textron Financial Floorplan Master Note Trust, The Bank of New York, as indenture trustee, and Textron Financial
Corporation, as servicer. Incorporated by reference to Exhibit 4.3 of Textron Financial Corporations Current Report on Form 8-K filed
June 1, 2005.
Series 2006-A Supplement, dated as of April 19, 2006, to the Amended and Restated Indenture, dated as of May 26, 2005, by and
among Textron Financial Floorplan Master Note Trust, The Bank of New York, as indenture trustee, and Textron Financial
Corporation, as servicer. Incorporated by reference to Exhibit 4.1 of Textron Financial Corporations Current Report on Form 8-K filed
April 24, 2006.
Series 2007-A Supplement, dated as of March 29, 2007, to the Amended and Restated Indenture, dated as of May 26, 2005, by and
among Textron Financial Floorplan Master Note Trust, The Bank of New York, as indenture trustee, and Textron Financial
Corporation, as servicer. Incorporated by reference to Exhibit 4.1 to Textron Financial Corporations current report on Form 8-K filed
March 29, 2007.
Series 2008-CP-1 Supplement, dated as of March 20, 2008, to the Amended and Restated Indenture, dated as of May 26, 2005, by
and among Textron Financial Floorplan Master Note Trust, The Bank of New York, as Indenture Trustee, and Textron Financial
Corporation, as servicer. Incorporated by reference to Exhibit 4.1 to Textron Financial Corporations Current Report on Form 8-K filed
March 26, 2008.
Amendment No. 1, dated as of May 13, 2008, to Series 2008-CP-1 Supplement, dated as of March 20, 2008, to the Amended and
Restated Indenture, dated as of May 26, 2005, by and among Textron Financial Floorplan Master Note Trust, The Bank of New York,
as indenture trustee, and Textron Financial Corporation, as servicer. Incorporated by reference to Exhibit 4.2 to Textron Financial
Corporations Current Report on Form 8-K filed May 16, 2008.
Series 2008-CP-2 Supplement, dated as of May 13, 2008, to the Amended and Restated Indenture, dated as of May 26, 2005, by and
among Textron Financial Floorplan Master Note Trust, The Bank of New York, as indenture trustee, and Textron Financial
Corporation, as servicer. Incorporated by reference to Exhibit 4.1 to Textron Financial Corporations Current Report on Form 8-K filed
May 16, 2008.
Support Agreement dated as of May 25, 1994, between Textron Inc. and Textron Financial Corporation. Incorporated by reference to
Exhibit 10.1 to Textron Financial Corporations Registration Statement on Form 10 (File No. 0-27559).
Instruments defining the rights of holders of certain issues of long-term debt of Textron have not been filed as exhibits because the
authorized principal amount of any one of such issues does not exceed 10% of the total assets of Textron and its subsidiaries on a
consolidated basis. Textron agrees to furnish a copy of each such instrument to the Commission upon request.
Exhibits 10.1 through 10.21 below are management contracts or compensatory plans, contracts or agreements.
Textron Inc. 2007 Long-Term Incentive Plan (amended and restated as of May 1, 2007). Incorporated by reference to Exhibit 10.1 to
Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007.
Amendment No.1 to Textron Inc. 2007 Long-Term Incentive Plan (amended and restated as of May 1, 2007), effective July 23, 2008.
Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 27,
2008.
Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2007.
Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2007.
Form of Restricted Stock Unit Grant Agreement. Incorporated by reference to Exhibit 10.4 to Textrons Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2007.
Form of Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.2 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008.
Form of Cash-Settled Restricted Stock Unit Grant Agreement with Dividend Equivalents.
Form of Performance Share Unit Grant Agreement.
Performance Factors for Executive Officers for Performance Share Units under Textron Inc. 2007 Long-Term Incentive Plan.
Incorporated by reference to Exhibit 99.2 to Textrons Current Report on Form 8-K filed January 23, 2009.
Textron Inc. Short-Term Incentive Plan (As amended and restated effective July 25, 2007). Incorporated by reference to Exhibit 10.2
to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Objectives for Executive Officers under Textron Inc. Short-Term Incentive Plan. Incorporated by reference to Exhibit 99.1 to Textrons
Current Report on Form 8-K filed January 23, 2009.
Textron Inc. 1999 Long-Term Incentive Plan for Textron Employees (Amended and Restated Effective July 25, 2007). Incorporated by
reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended July 3, 2004.
Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended July 3, 2004.
Form of Restricted Stock Grant Agreement. Incorporated by reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended July 3, 2004.
Performance Share Unit Plan for Textron Employees (July 25, 2007). Incorporated by reference to Exhibit 10.4 to Textrons Quarterly
Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Performance Factors for Executive Officers for Performance Share Units. Incorporated by reference to Exhibit 10.8B to Textrons
Annual Report on Form 10-K for the fiscal year ended December 30, 2006.
Textron Spillover Savings Plan, effective January 1, 2009, including Appendix A, Defined Contribution Provisions of the
Supplemental Benefits Plan for Textron Key Executives (As in effect before January 1, 2008).
Textron Spillover Pension Plan, As Amended and Restated Effective January 1, 2009, including Appendix A (as amended and
restated effective January 1, 2009), Defined Benefit Provisions of the Supplemental Benefits Plan for Textron Key Executives (As in
effect before January 1, 2007).
Supplemental Retirement Plan for Textron Key Executives, As Amended and Restated Effective January 1, 2009, including Appendix
A, Provisions of the Supplemental Retirement Plan for Textron Key Executives (As in effect before January 1, 2008).
Deferred Income Plan for Textron Executives, Effective January 1, 2009, including Appendix A, Provisions of the Deferred Income
Plan for Textron Key Executives (As in effect before January 1, 2008).
Deferred Income Plan for Non-Employee Directors, As Amended and Restated Effective January 1, 2009, including Appendix A,
Prior Plan Provisions (As in effect before January 1, 2008).
Survivor Benefit Plan for Textron Key Executives (As amended and restated effective July 25, 2007). Incorporated by reference to
Exhibit 10.5 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Form of Indemnity Agreement between Textron and its directors and executive officers. Incorporated by reference to Exhibit A to
Textrons Proxy Statement for its Annual Meeting of Shareholders on April 29, 1987.
Amended and Restated Employment Agreement between Textron and Kenneth C. Bohlen dated as of February 26, 2008. Incorporated
by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008.
Second Amended and Restated Employment Agreement between Textron and John D. Butler dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.3 to Textrons Current Report on Form 8-K filed February 28, 2008.
Amended and Restated Employment Agreement between Textron and Lewis B. Campbell dated as of February 26, 2008. Incorporated
by reference to Exhibit 10.1 to Textrons Current Report on Form 8-K filed February 28, 2008.
Letter Agreement between Textron and Scott C. Donnelly, dated June 26, 2008. Incorporated by reference to Exhibit 10.1 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008.
Amendment to Letter Agreement between Textron and Scott C. Donnelly, dated December 16, 2008, together with Addendum No. 1
thereto, dated December 23, 2008.
Amended and Restated Employment Agreement between Textron and Theodore R. French dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.2 to Textrons Current Report on Form 8-K filed February 28, 2008.
Second Amended and Restated Employment Agreement between Textron and Mary L. Howell dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.4 to Textrons Current Report on Form 8-K filed February 28, 2008.
Second Amended and Restated Employment Agreement between Textron and Terrence ODonnell dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.5 to Textrons Current Report on Form 8-K filed February 28, 2008.
Restricted Stock Awards granted to Lewis B. Campbell on January 1, 2001. Incorporated by reference to Exhibit 10.14D to Textrons
Annual Report on Form 10-K for the fiscal year ended December 30, 2000.
Amendments to Retention Awards granted to Lewis B. Campbell. Incorporated by reference to Exhibit 10.14E to Textrons Annual
Report on Form 10-K for the fiscal year ended December 29, 2001.
Director Compensation. Incorporated by reference to Exhibit 10.21 to Textrons Annual Report on Form 10-K for the fiscal year ended
December 29, 2007.
Form of Aircraft Time Sharing Agreement between Textron and its executive officers. Incorporated by reference to Exhibit 10.3 to
Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008.
5-Year Credit Agreement, dated as of March 28, 2005, among Textron, the Banks listed therein, JPMorgan Chase Bank, N.A., as
Administrative Agent, and Citibank, N.A., as Syndication Agent (the 5-Year Credit Agreement). Incorporated by reference to Exhibit
10.1 to Textrons Current Report on Form 8-K filed March 31, 2005.
Amendment No. 1, dated as of April 21, 2006, to 5-Year Credit Agreement. Incorporated by reference to Exhibit 10.1 to Textrons
Current Report on Form 8-K filed April 25, 2006.
Amendment No. 2, dated as of April 20, 2007 to 5-Year Credit Agreement. Incorporated by reference to Exhibit 10.1 to Textrons
Current Report on Form 8-K filed April 24, 2007.
Five-Year Credit Agreement dated July 28, 2003 among Textron Financial Corporation, the Banks listed therein, and JPMorgan
Chase Bank, as Administrative Agent. Incorporated by reference to Exhibit 10.2 to Textron Financial Corporations Current Report on
Form 8-K as filed on August 26, 2003.
Amendment No. 1, dated as of July 25, 2005, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein, and JPMorgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to Exhibit
10.1 of Textron Financial Corporations Current Report on Form 8-K filed July 27, 2005.
Amendment No. 2, dated as of April 28, 2006, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein, and JPMorgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to Exhibit
10.1 of Textron Financial Corporations Current Report on Form 8-K filed May 1, 2006.
Amendment No. 3, dated as of April 27, 2007, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein and JPMorgan Chase Bank as Administrative Agent. Incorporated by reference to Exhibit 10.1
of Textron Financial Corporations Current Report on Form 8-K dated April 27, 2007.
Master Services Agreement between Textron Inc. and Computer Sciences Corporation dated October 27, 2004. Confidential
treatment has been requested for portions of this agreement. Incorporated by reference to Exhibit 10.26 to Textrons Annual Report
on Form 10-K for the fiscal year ended January 1, 2005.
Amendment No. 4 to Master Services Agreement between Textron Inc. and Computer Services Corporation, dated July 1, 2007.
Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29,
2007.
Computation of ratio of income to
fixed charges of Textron Inc.s Manufacturing Group.
Computation of ratio of income to
fixed charges of Textron Inc., including all majority-owned
subsidiaries.
Certain subsidiaries of Textron. Other subsidiaries, which considered in the aggregate do not constitute a significant subsidiary, are
omitted from such list.
Consent of Independent Registered Public Accounting Firm.
Power of attorney.
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
<<Name>>
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RS No.: <<Grant #>> | |
<<Address>>
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Plan: 2007 | |
<<City>>, <<State>> <<ZIP>>
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ID: <<Emp ID>> | |
<<Country>>
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Location: <<Business Unit>> |
RSUs | Vest Date | |||
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<<Units 4>>
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<<Units 5>>
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<> | |||
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<<Unit Total>>
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By your signature and the Companys signature below, you and the Company agree that this grant is governed by the attached Terms and Conditions and the Plan, both of which are available on the Textron Enterprise Intranet. In addition, you agree that this grant is subject to the Cash-Settled Restricted Stock Unit Non-Competition Agreement (1/2009 version) attached hereto, the terms of which are fully incorporated herein. |
By:
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Agreed by:
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Date |
| Pursuant to the 2007 Long-Term Incentive Plan (the Plan), Textron has awarded to executive the number of Cash-Settled Restricted Stock Units (RSUs) set forth on the applicable Notice of Grant signed by Textron and Grantee on the terms and conditions herein set forth. Each RSU constitutes the right to receive cash equal to the fair market value of one share (a Share) of Common Stock. The RSUs payable to the executive in accordance with the provisions of this agreement shall be paid solely in cash based on the fair market value of the Common Stock, determined (except as provided below with respect to payment of a Pro-Rata Portion) based on the closing price of Textrons common stock, as reported on the New York Stock Exchange, when the Period of Restriction ends. As the applicable Period of Restriction lapses, Textron will pay to the executive cash equal to the aggregate value of the RSUs, subject to withholding taxes. The cash payment shall be made within thirty (30) days following the date when the Period of Restriction ends. | |
| If the executives employment with Textron shall terminate for Cause, all payments which may be made pursuant to the Restricted Stock Units awarded to the executive that are still subject to the applicable Period of Restriction shall be forfeited. | |
| Except as otherwise provided herein, the executive shall forfeit outstanding RSUs if the executives employment with Textron ends for any reason prior to the end of the Period of Restriction applicable to such RSUs; provided that if the executives employment ends (other than for Cause) prior to such date, and at least six months after the date of grant, because of Disability, death or after the executive has become eligible for Early or Normal Retirement, the executive or the executives estate will receive a cash payment for a Pro-Rata Portion of the value of such RSUs (subject to withholding taxes) 30 days after the executives Disability or death, or six months after the executives retirement. The amount of the cash payment shall be determined based on the closing price of Textrons common stock, as reported on the New York Stock Exchange, on the first business day after the date of the executives Disability or death, or (in the event of the executives retirement) on the first business day after the end of the six-month period following the executives retirement; and the cash payment shall be made on the next regular payroll date after the amount is determined. | |
| Notwithstanding the above, the applicable Period of Restriction for the RSUs shall end immediately upon a Change in Control of Textron, as defined in the Plan. In such instance, Textron shall make a cash payment equal to the aggregate value of the RSUs to the executive (or to the executives estate in the event of the executives death prior to payment), subject to withholding taxes, within 30 days after the Change in Control, provided that the accelerated payment does not violate Section 409A of the Internal Revenue Code. If the accelerated payment of the RSUs would violate Section 409A of the Internal Revenue Code, the payment shall be made on the date when the RSUs would have been paid if no Change in Control had occurred. Note: Sale of a business unit usually does not constitute a Change in Control as defined in the Plan. If executives employment with Textron is involuntarily terminated due to the sale of a business that does not constitute a Change in Control as defined in the Plan, executives outstanding RSUs will be forfeited. |
| The number of Shares underlying the RSUs awarded to the executive hereunder shall be equitably adjusted in the event of a stock split, stock dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, or any other corporate event affecting the Common Stock, as provided in the Plan, in order to preserve the benefits or potential benefits intended to be made available to the Grantee. | |
| Nothing in this document shall confer upon the executive the right to continue in the employment of Textron or affect any right that Textron may have to terminate the employment of the executive. | |
| The RSUs shall not be assignable or transferable by the executive. | |
| The executive shall not have voting rights with respect to the RSUs. | |
| The executives award of RSUs with dividend equivalents shall entitle the executive to receive an amount equal to any cash dividend declared with respect to the number of Shares represented by those RSUs, but only to the extent that the RSUs have neither been converted to a cash payment amount nor been forfeited before the record date for such dividend. Dividend equivalents are paid at the same rate and same time that dividend on shares of Common Stock are paid to Textron shareholders. The dividend equivalent shall be reduced by the amount of any applicable tax withholding, and the net amount shall be paid in cash to the executive. | |
| The RSUs shall be subject to the terms and conditions of the Plan in all respects. |
1. | Forfeiture of RSUs and required repayment if you engage in certain competitive activities | |
If at any time during the Period of Restriction (as defined in the Notice of Grant of Cash-Settled Restricted Stock Unit and Restricted Stock Unit Agreement) while you are a Company employee, or within two years after the termination of your employment, you do any of the following activities: |
(a) | engage in any business which competes with the Companys business (as defined in Paragraph 2) within the Restricted Territory (as defined in Paragraph 3); or | ||
(b) | solicit customers, business or orders or sell any products and services (i) in competition with the Companys business within the Restricted Territory or (ii) for any business, wherever located, that competes with the Companys business within the Restricted Territory; or | ||
(c) | divert, entice or otherwise take away customers, business or orders of the Company within the Restricted Territory, or attempt to do so; or | ||
(d) | promote or assist, financially or otherwise, any firm, corporation or other entity engaged in any business which competes with the Companys business within the Restricted Territory; |
then your right to receive any cash payment in respect of the RSUs shall be forfeited effective the date you enter into such activity, and you will be required to repay Textron an amount equal to any cash payment paid to you in respect of the RSUs on the date beginning 180 days prior to the earlier of (a) your termination of employment or (b) the date you engage in such activity, or at any time after such date. You will be in violation of Paragraph 1 if you engage in any or all of the activities discussed in this Paragraph directly as an individual or indirectly as an employee, representative, consultant or in any other capacity on behalf of any firm, corporation or other entity. |
2. | Companys business Defined for the purpose of this Agreement: |
(a) | the Company shall include Textron and all subsidiary, affiliated or related companies or operations of Textron, and | ||
(b) | the Companys business shall include the products manufactured, marketed and sold and/or the services provided by any operation of the Company for which you have worked or to which you were assigned or had responsibility (either direct or |
supervisory), at the time of the termination of your employment and any time during the two-year period prior to such termination. |
3. | Restricted Territory Defined For the purpose of Paragraph 1, the Restricted Territory shall be defined as and limited to: |
(a) | the geographic area(s) within a one hundred (100) mile radius of any and all Company location(s) in or for which you have worked or to which you were assigned or had responsibility (either direct or supervisory), at the time of the termination of your employment and at any time during the two-year period prior to such termination; and | ||
(b) | all of the specific customer accounts, whether within or outside of the geographic area described in (a) above, with which you have had any contact or for which you have had any responsibility (either direct or supervisory), at the time of termination of your employment and at any time during the two-year period prior to such termination. |
4. | Forfeiture of RSUs and required repayment if you engage in certain solicitation activities | |
If you directly or indirectly solicit or induce or attempt to solicit or induce any employee(s), sales representative(s), agent(s) or consultant(s) of the Company to terminate their employment, representation or other association with the Company, then your right to receive any cash payment in respect of the RSUs shall be forfeited effective the date you enter into such activity and you will be required to repay Textron an amount equal to any cash payment paid to you in respect of the RSUs on the date beginning 180 days prior to the earlier of (a) your termination of employment or (b) the date you engage in such activity, or at any time after such date. | ||
5. | Forfeiture of RSUs and required repayment if you disclose confidential information | |
You specifically acknowledge that any trade secrets or confidential business and technical information of the Company or its suppliers or customers, whether reduced to writing, maintained on any form of electronic media, or maintained in your mind or memory and whether compiled by you or the Company, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use; that reasonable efforts have been made by the Company to maintain the secrecy of such information; that such information is the sole property of the Company or its suppliers or customers and that any retention, use or disclosure of such information by you during your employment (except in the course of performing your duties and obligations of employment with the Company) or after termination thereof, shall constitute a misappropriation of the trade secrets of the Company or its suppliers or customers. If you directly or indirectly misappropriate any such trade secrets, then your right to receive any cash payment in respect of the RSUs shall be forfeited effective the date you enter into such activity and you will be required to repay Textron an amount equal to any cash payment paid to you in respect of the RSUs on the date beginning 180 days prior to the earlier of (a) your termination of employment or (b) the date you engage in such activity, or at any time after such date. | ||
6. | Organization and Compensation Committee Discretion | |
You may be released from your obligations under Paragraph 1, 4 and 5 above only if the Organization and Compensation Committee of the Board of Directors (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of Textron. |
7. | Severability | |
The parties agree that each provision contained in this Agreement shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject, then such provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the extent compatible with the applicable law. |
«First» «Last»
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PSU No.: «PSU_Grant_» | |
«Addr1»
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Plan: 2007 | |
«Addr2»
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ID: «EMPID» | |
«City», «State» «ZIP» «Country»
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Location: Corporate |
By:
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Date | |||
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Agreed by:
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Date |
Performance | % of Units | Units for | ||||||
Measure | Weighting | vs. Target | Earned | Component | ||||
|
| Intermediate performance between the minimum and maximum levels specified earns a corresponding percentage of Performance Share Units (PSUs) for each component. | |
| PSUs earned for the fiscal year equal one third of the units granted times the percentage earned based on performance and targets identified above. | |
| PSUs earned for the fiscal year are subject to reduction, at the Committees discretion, based on performance for all three fiscal years in the Performance Period. | |
| All PSUs are paid in cash, to the extent earned, following the end of the Performance Period, before March 15. Accordingly, PSUs earned (subject to reduction) in the first or second year of the Performance Period will not be paid until the 2 1 / 2 month period following the third year of the Performance Period. | |
| All PSUs, including PSUs earned (subject to reduction) in the first or second year of the Performance Period, remain subject to forfeiture until the end of the Performance Period as provided in the Performance Share Unit Terms and Conditions (2/2009). | |
| The cash-out value of each PSU earned is equal to the average closing share price of Textron common stock during the first 10 trading days of the fiscal year immediately following the end of the Performance Period. Thus, PSU payouts are correlated to both financial and share price performance over the measurement period. |
Performance for 2009 - 2011: | |||
3-Year Performance Measure[s] | Award Adjustment | ||
|
| Intermediate performance between the minimum and maximum levels specified might earn a corresponding reduction. | |
| The Committee may make a discretionary reduction in the Performance Share Units (PSUs) earned based on annual performance for each fiscal year in the Performance Period. The Committee expects to reduce the PSUs using the guidelines shown above; but the Committee has discretion to make a larger or smaller downward adjustment. | |
| All PSUs are paid in cash, to the extent earned, following the end of the Performance Period, before March 15. Accordingly, PSUs earned (subject to reduction) in the first or second year of the Performance Period will not be paid until the 2 1 / 2 month period following the third year of the Performance Period. | |
| All PSUs, including PSUs earned (subject to reduction) in the first or second year of the Performance Period, remain subject to forfeiture until the end of the Performance Period as provided in the Performance Share Unit Terms and Conditions (2/2009). | |
| The cash-out value of each PSU earned is equal to the average closing share price of Textron common stock during the first 10 trading days of the fiscal year immediately following the end of the Performance Period. Thus, PSU payouts are correlated to both financial and share price performance over the measurement period. |
| Pursuant to the 2007 Long-Term Incentive Plan (the Plan), Textron has awarded to executive the number of Performance Share Units set forth on the applicable Notice of Grant signed by Textron and Grantee on the terms and conditions herein set forth. Each Performance Share Unit constitutes the right to receive cash equal to the fair market value of one share of Common Stock of Textron Inc. for each Performance Share Unit earned by the executive, as determined in accordance with the Plan, the Notice of Grant, the Performance Share Unit Non-Competition Agreement (2/2009), and these Performance Share Unit Terms and Conditions (2/2009). Performance Share Units earned for the Performance Period are based on annual performance for each fiscal year in the Performance Period and may be reduced based on performance for the entire Performance Period. The earned Performance Share Units payable to the executive in accordance with the provisions of this agreement shall be paid solely in cash based on the fair market value of the Common Stock (determined based on the average of the closing prices of Textrons common stock, as reported on the New York Stock Exchange, for the first ten trading days immediately following the end of the Performance Period). | |
| When the applicable Performance Period ends, Textron will issue to the executive cash equal to the aggregate value of the Performance Share Units earned by the executive, reduced by the amount needed to satisfy required statutory minimum withholding taxes. The cash payment shall be made following the end of the Performance Period, before March 15. | |
| If the executives employment with Textron shall terminate for Cause, all Performance Share Units awarded to the executive for which the applicable Performance Period has not ended shall be forfeited (including, but not limited to, Performance Share Units that have already been earned based on annual performance during a fiscal year in the Performance Period). | |
| Except as otherwise provided herein, the executive shall forfeit outstanding Performance Share Units (including, but not limited to, Performance Share Units that have already been earned based on annual performance during a fiscal year in the Performance Period) if the executives employment with Textron ends for any reason prior to the end of the Performance Period applicable to such Performance Share Units, provided that if the executives employment ends (other than for Cause) prior to such date because of Disability, death or after the executive has become eligible for Early or Normal Retirement, and if the executive has been employed by Textron for at least one year after the beginning of the Performance Period, the executive or the executives estate will receive a cash payment (subject to tax withholding) at the end of the Performance Period for (1) the Performance Share Units actually earned for any fiscal year that is completed before the executives employment ends, and (2) a Pro-Rata Portion of the Performance Share Units for the fiscal year in which the executives employment ends (to the extent that the financial performance goals applicable to the Performance Share Units have been |
achieved upon the completion of such fiscal year), subject to a discretionary reduction, in each case, based on performance for all three fiscal years in the Performance Period. | ||
| Notwithstanding the above, the applicable Performance Period for the Performance Share Units which may be paid pursuant to this Award shall end immediately upon a Change in Control of Textron, as defined in the Plan. In such instance, Textron shall pay to the executive (or to the executives estate in the event of the executives death prior to payment), subject to tax withholding, (1) the value of any Performance Share Units actually earned for any fiscal year that has already ended, and (2) the full value (assuming annual performance at target levels) of the unearned Performance Share Units outstanding for any fiscal year that has not yet ended, without discretionary reduction in either case for performance in all three fiscal years in the Performance Period. The payment shall be made within 30 days after the Change in Control, provided that the accelerated payment does not violate Section 409A of the Internal Revenue Code. If the accelerated payment of the Award would violate Section 409A of the Internal Revenue Code, the payment shall be made on the date when the Performance Share Unit would have been paid if no Change in Control had occurred. Note: Sale of a business unit usually does not constitute a Change in Control as defined in the Plan. | |
| The number of Performance Share Units awarded to the executive hereunder shall be equitably adjusted in the event of a stock split, stock dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, or any other corporate event affecting the Common Stock, as provided in the Plan, in order to preserve the benefits or potential benefits intended to be made available to the Grantee. | |
| Nothing in this document shall confer upon the executive the right to continue in the employment of Textron or affect any right that Textron may have to terminate the employment of the executive. | |
| The Performance Share Units shall not be assignable or transferable by the executive. | |
| The executive shall not have voting rights nor will the executive qualify for dividends with respect to the Performance Share Units during the Performance Period. | |
| The Performance Share Units shall be subject to the terms and conditions of the Plan in all respects. |
Number of Complete | ||||||||||||||||||||
or Partial Months | ||||||||||||||||||||
Fiscal Year | PSUs Available for | Employed by Textron | ||||||||||||||||||
of | 2010 (one third of | During the 2010 | Number of Months in | |||||||||||||||||
Termination | total grant) | Fiscal Year | the Fiscal Year | Pro-Rata Portion | ||||||||||||||||
2010
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2,000 | x | 8 | ÷ | 12 | = | 1,333 units (subject to adjustment paid, to the extent earned, in early 2012) |
1. | Forfeiture of PSUs and required repayment if you engage in certain competitive activities | |
If at any time during the Performance Period (as defined in the Notice of Grant of Performance Share Unit and Performance Share Unit Agreement) while you are a Company employee, or within two years after the termination of your employment, you do any of the following activities: |
(a) | engage in any business which competes with the Companys business (as defined in Paragraph 2) within the Restricted Territory (as defined in Paragraph 3); or | ||
(b) | solicit customers, business or orders or sell any products and services (i) in competition with the Companys business within the Restricted Territory or (ii) for any business, wherever located, that competes with the Companys business within the Restricted Territory; or | ||
(c) | divert, entice or otherwise take away customers, business or orders of the Company within the Restricted Territory, or attempt to do so; or | ||
(d) | promote or assist, financially or otherwise, any firm, corporation or other entity engaged in any business which competes with the Companys business within the Restricted Territory; |
then your right to receive all Performance Share Units shall be forfeited effective the date you enter into such activity, and you will be required to repay Textron an amount equal to the value of any PSU earned and paid to you from and after the date beginning 180 days prior to the earlier of (a) your termination of employment or (b) the date you engage in such activity, or at any time after such date. You will be in violation of Paragraph 1 if you engage in any or all of the activities discussed in this Paragraph directly as an individual or indirectly as an employee, representative, consultant or in any other capacity on behalf of any firm, corporation or other entity. | ||
2. | Companys business Defined for the purpose of this Agreement: |
(a) | the Company shall include Textron and all subsidiary, affiliated or related companies or operations of Textron, and |
(b) | the Companys business shall include the products manufactured, marketed and sold and/or the services provided by any operation of the Company for which you have worked or to which you were assigned or had responsibility (either direct or supervisory), at the time of the termination of your employment and any time during the two-year period prior to such termination. |
3. | Restricted Territory Defined for the purpose of Paragraph 1, the Restricted Territory shall be defined as and limited to: |
(a) | the geographic area(s) within a one hundred (100) mile radius of any and all Company location(s) in or for which you have worked or to which you were assigned or had responsibility (either direct or supervisory), at the time of the termination of your employment and at any time during the two-year period prior to such termination; and | ||
(b) | all of the specific customer accounts, whether within or outside of the geographic area described in (a) above, with which you have had any contact or for which you have had any responsibility (either direct or supervisory), at the time of termination of your employment and at any time during the two-year period prior to such termination. |
4. | Forfeiture of PSUs and required repayment if you engage in certain solicitation activities | |
If you directly or indirectly solicit or induce or attempt to solicit or induce any employee(s), sales representative(s), agent(s) or consultant(s) of the Company to terminate their employment, representation or other association with the Company, then your right to receive all PSUs shall be forfeited effective the date you enter into such activity and you will be required to repay Textron an amount equal to the value of any PSU earned and paid to you from and after the date beginning 180 days prior to the earlier of (a) your termination of employment or (b) the date you engage in such activity, or at any time after such date. | ||
5. | Forfeiture of PSUs and required repayment if you disclose confidential information | |
You specifically acknowledge that any trade secrets or confidential business and technical information of the Company or its suppliers or customers, whether reduced to writing, maintained on any form of electronic media, or maintained in your mind or memory and whether compiled by you or the Company, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use; that reasonable efforts have been made by the Company to maintain the secrecy of such information; that such information is the sole property of the Company or its suppliers or customers and that any retention, use or disclosure of such information by you during your employment (except in the course of performing your duties and obligations of employment with the Company) or after termination thereof, shall constitute a misappropriation of the trade secrets of the Company or its suppliers or customers. If you directly or indirectly misappropriate any such trade secrets, then your right to receive all PSUs shall be forfeited effective the date you enter into such activity and you will be required to repay Textron an amount equal to the value of any PSU earned and paid to you from and after the date beginning 180 days prior to the earlier of (a) your termination of employment or (b) the date you engage in such activity, or at any time after such date. |
6. | Organization and Compensation Committee Discretion | |
You may be released from your obligations under Paragraph 1, 4 and 5 above only if the Organization and Compensation Committee of the Board of Directors (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of Textron. | ||
7. | Severability | |
The parties agree that each provision contained in this Agreement shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject, then such provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the extent compatible with the applicable law. |
Introduction
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1 | |||
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Article I Definitions
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2 | |||
1.01 Account
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2 | |||
1.02 Beneficiary
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2 | |||
1.03 Benefits Committee
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2 | |||
1.04 Board
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2 | |||
1.05 Change in Control
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2 | |||
1.06 Compensation
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4 | |||
1.07 ERISA
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4 | |||
1.08 Executive Plan
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4 | |||
1.09 IRC
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4 | |||
1.10 Key Executive
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4 | |||
1.11 Key Executive Plan
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4 | |||
1.12 Participant
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4 | |||
1.13 Plan
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4 | |||
1.14 Plan Administrator
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4 | |||
1.15 Qualified Savings Plan
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4 | |||
1.16 Separation From Service
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5 | |||
1.17 Supplemental Shares
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5 | |||
1.18 Statutory Limit
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5 | |||
1.19 Textron
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5 | |||
1.20 Textron Company
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5 | |||
1.21 Total Disability
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5 | |||
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Article II Participation
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5 | |||
2.01 Eligibility and Participation
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5 | |||
2.02 Period of Participation
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5 | |||
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Article III Spillover Savings Benefit
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6 | |||
3.01 Supplemental Matching Contribution
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6 | |||
3.02 Crediting Contributions
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6 | |||
3.03 Crediting Dividends and other Adjustments
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6 | |||
3.04 Converting Supplemental Shares to Cash
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7 | |||
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Article IV Vesting
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7 | |||
4.01 Vesting Schedule
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7 | |||
4.02 Change in Control
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7 |
Textron Spillover Savings Plan | Table of Contents | |
Effective January 1, 2009 | Page i |
Article V Distribution of Accounts
|
7 | |||
5.01 Separation From Service
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7 | |||
5.02 Disability or Death
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7 | |||
5.04 Distribution Upon Change in Control
|
8 | |||
5.05 Distributions Before July 25, 2007
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8 | |||
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Article VI Unfunded Plan
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8 | |||
6.01 No Plan Assets
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8 | |||
6.02 Top-Hat Plan Status
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8 | |||
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Article VII Plan Administration
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8 | |||
7.01 Plan Administrators Powers
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8 | |||
7.02 Tax Withholding
|
9 | |||
7.03 Use of Third Parties to Assist with Plan Administration
|
9 | |||
7.04 Proof of Right to Receive Benefits
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9 | |||
7.05 Claims Procedure
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9 | |||
7.06 Enforcement Following a Change in Control
|
10 | |||
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Article VIII Amendment and Termination
|
11 | |||
8.01 Amendment
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11 | |||
8.02 Termination
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11 | |||
8.03 Distributions Upon Plan Termination
|
12 | |||
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Article IX Miscellaneous
|
12 | |||
9.01 Use of Masculine or Feminine Pronouns
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12 | |||
9.02 Transferability of Plan Benefits
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12 | |||
9.03 Section 409A Compliance
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13 | |||
9.04 Controlling State Law
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13 | |||
9.05 No Right to Employment
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13 | |||
9.06 Additional Conditions Imposed
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13 |
Textron Spillover Savings Plan
Effective January 1, 2009 |
Table of Contents
Page ii |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 1 |
1.01 | Account means the bookkeeping entry used to record supplemental matching contributions and earnings credited to a Participant under the Plan. All amounts credited to the Account shall be unfunded obligations of Textron: no assets shall be set aside or contributed to the Plan for the Participants benefit. A Key Executives Account does not include supplemental savings benefits that were earned and vested (within the meaning of IRC Section 409A) before January 1, 2005, and any subsequent increase that is permitted to be included in such amounts under IRC Section 409A, which are calculated and paid solely as provided in Appendix A. | |
1.02 | Beneficiary means the person designated under the Plan (including any person who is automatically designated by the terms of the Plan) to receive any death benefit payable with respect to a Participant. A Participants trust or estate may also be the Participants Beneficiary. | |
1.03 | Benefits Committee means the Employee Benefits Committee of Textron. | |
1.04 | Board means the Board of Directors of Textron. | |
1.05 | Change in Control means, for any Participant who was not an employee of a Textron Company on December 31, 2007: |
(a) | any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Act) and of IRC Section 409A) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially similar proportions as their ownership of Textron common stock |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 2 |
(1) | becomes (other than by acquisition from Textron or a related company) the beneficial owner (as defined in Rule 13d-3 under the Act) of stock of Textron that, together with other stock held by such person or group, possesses more than 50% of the combined voting power of Textrons then-outstanding voting stock, or | ||
(2) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) beneficial ownership of stock of Textron possessing more than 30% of the combined voting power of Textrons then-outstanding stock, or | ||
(3) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) all or substantially all of the total gross fair market value of all of the assets of Textron immediately prior to such acquisition or acquisitions (where gross fair market value is determined without regard to any associated liabilities); or |
(b) | a merger or consolidation of Textron with any other corporation occurs, other than a merger or consolidation that would result in the voting securities of Textron outstanding immediately before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or | ||
(c) | during any 12-month period, a majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of their appointment or election. |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 3 |
1.06 | Compensation means a Participants eligible annual compensation as defined in the Qualified Savings Plan in which he participates, and any annual compensation that would be eligible under the Qualified Savings Plan if the Participants deferral election under the Deferred Income Plan for Textron Executives were disregarded, but determined (in each case) without regard to the Statutory Limit. | |
1.07 | ERISA means the Employee Retirement Income Security Act of 1974, as amended. | |
1.08 | Executive Plan means the Textron Supplemental Benefits Plan for Executives, as in effect before January 1, 2007, and the Textron Supplemental Savings Plan for Executives, as in effect from January 1 through December 31, 2007. | |
1.09 | IRC means the Internal Revenue Code of 1986, as amended. References to any section of the Internal Revenue Code shall include any final regulations interpreting that section. | |
1.10 | Key Executive means an employee of a Textron Company who has been and continues to be designated as a Key Executive under the Plan by Textrons Chief Executive Officer and Chief Human Resources Officer. | |
1.11 | Key Executive Plan means the Supplemental Benefits Plan for Textron Key Executives, as in effect before January 1, 2007, and the Supplemental Savings Plan for Textron Key Executives, as in effect from January 1 through December 31, 2007. The defined contribution provisions of the Key Executive Plan are included in this Plan as Appendix A. | |
1.12 | Participant means an employee of Textron who is eligible to participate in the Plan pursuant to Section 2.01 and whose participation has not been terminated as provided in Section 2.01. | |
1.13 | Plan means this Textron Spillover Savings Plan, as amended and restated from time to time. | |
1.14 | Plan Administrator means Textron or its designees, as described in Section 7.01. | |
1.15 | Qualified Savings Plan means the Textron Savings Plan or another tax-qualified defined contribution plan maintained by a Textron Company that has been designated by the Management Committee of Textron as eligible for supplemental |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 4 |
contributions under the Plan. Any Qualified Savings Plan other than the Textron Savings Plan shall be identified in an appendix to this Plan, and the appendix shall also set forth any special terms or conditions that apply to participants in the Qualified Savings Plan. | ||
1.16 | Separation From Service means a Participants termination of employment with all Textron Companies, other than by reason of death or Total Disability, that qualifies as a separation from service for purposes of IRC Section 409A. | |
1.17 | Supplemental Shares means phantom shares of Textron common stock accumulated and accounted for under the Plan for the purpose of determining the cash value of distributions from a Participants Account. | |
1.18 | Statutory Limit means the limit on eligible compensation under tax-qualified defined contribution plans imposed by IRC Section 401(a)(17) or the limit on annual additions imposed by IRC Section 415. | |
1.19 | Textron means Textron Inc., a Delaware corporation, and any successor to Textron Inc. | |
1.20 | Textron Company means Textron or any company controlled by or under common control with Textron within the meaning of IRC Section 414(b) or (c). | |
1.21 | Total Disability means physical or mental incapacity of a Participant who is employed by a Textron Company on the disability date, if the incapacity (a) enables the Participant to receive disability benefits under the Federal Social Security Act, and (b) also qualifies as a disability for purposes of IRC Section 409A(a)(2)(C). |
2.01 | Eligibility . An employee of a Textron Company who is a United States citizen or resident and who participates in a Qualified Savings Plan shall become a participant in the Plan when his matching contribution under the Qualified Savings Plan is limited by the Statutory Limit. | |
2.02 | Period of Participation . Except as provided in the following sentence, once an individual becomes a Participant under Section 2.01 above, the individual shall remain a Participant until the individuals Account is fully distributed, or until the individuals participation in the Plan is terminated by the Board (or by the Chief Executive Officer and the Chief Human Resources Officer) effective as of the following January 1. If an employee or former employee is not identified in Textrons records as a Participant as of December 31, 2008, the individual shall |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 5 |
3.01 | Supplemental Matching Contribution . If a Participant contributes at least 10% of eligible compensation to the Textron Savings Plan during a calendar year, the Participants Account under the Plan shall be credited with a supplemental matching contribution equal to (1) 5% [i.e., 50% of 10%] of the Participants Compensation, reduced by (2) the Participants actual matching contribution for the calendar year under the Textron Savings Plan. If a Participant participates in a Qualified Savings Plan other than the Textron Savings Plan, the Participant shall receive a comparable supplemental matching contribution in an amount sufficient to restore the portion of the matching contribution lost because of the application of the Statutory Limit to eligible compensation under the Qualified Savings Plan. The Participant must be employed by a Textron Company on December 31 of the calendar year in order to receive a supplemental matching contribution for that calendar year. | |
3.02 | Crediting Contributions . Textron shall credit the supplemental matching contribution to a Participants Account after the end of the calendar year for which the supplemental matching contribution is made, but not later than March 15 of the following year. The credit shall be made as a number of Supplemental Shares determined by dividing the amount of the supplemental matching contribution for the calendar year by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal for each trading day in the calendar year for which the credit is made. | |
3.03 | Crediting Dividend Equivalents and Other Adjustments . Textron shall credit additional Supplemental Shares to a Participants Account in each calendar quarter to reflect the dividend equivalents attributable to the Supplemental Shares that were credited to the Participants Account on the record date. The number of additional Supplemental Shares shall be determined by dividing the dividend amount by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal for the month in which the record date occurs. The number of Supplemental Shares credited to a Participants Account shall be adjusted, without receipt of any consideration by Textron, on account of any stock split, stock dividend, or similar increase or decrease affecting Textron common stock, as if the Supplemental Shares were actual shares of Textron common stock. |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 6 |
3.04 | Converting Supplemental Shares to Cash . All distributions from the Plan shall be made in cash. The cash value distributed will be determined by multiplying the current value of Textron common stock by the number of whole and fractional Supplemental Shares in the Participants Account as of the distribution date. The current value of a share of Textron common stock on the distribution date shall be the average of the composite closing prices, as reported in The Wall Street Journal, for the first ten trading days of the calendar month following the Participants Separation From Service, death, or Total Disability. |
4.01 | Vesting Schedule . Except as provided in Section 4.02, a Participants Account shall be vested to the same extent that the Participants matching contribution account under the Qualified Savings Plan is vested. Any portion of the Participants Account that is not vested at the time of the Participants Separation From Service shall be forfeited. | |
4.02 | Change in Control . In the event of a Change in Control, a Participants Account shall become fully vested if the Participant is employed by a Textron Company on the date of the Change in Control. |
5.01 | Separation From Service . A Participants Account shall be distributed in a lump sum in cash on the first business day of the seventh month following his Separation From Service (or in January 2009, if later). | |
5.02 | Disability or Death . If a Participant dies before his Account is distributed, the Participants Account shall be distributed in a lump sum in cash on the first business day of the first month that begins at least ninety (90) days after the Participants death. If a Participant suffers a Total Disability before his Account is distributed, the Participants Account shall be distributed in a lump sum in cash on the last business day of the month following his Total Disability. The Participants Beneficiary under the Plan shall be the same as the Participants beneficiary under the Qualified Savings Plan. If a Beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum on the first business day of January 2008. | |
5.03 | Administrative Adjustments in Payment Date . A payment is treated as being made on the date when it is due under the Plan if the payment is made on the due date specified by the Plan, or on a later date that is either (a) in the same calendar year (for a payment whose specified due date is on or before September 30), or (b) by the 15th day of the third calendar month following the date specified by the |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 7 |
Plan (for a payment whose specified due date is on or after October 1). A payment also is treated as being made on the date when it is due under the Plan if the payment is made not more than 30 days before the due date specified by the Plan, provided that the payment is not made earlier than six months after the Participants Separation From Service. A Participant may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this Section 5.03. |
5.04 | Distribution Upon Change in Control . Subject to the following sentence, if a Change in Control also qualifies as a change in control under IRC Section 409A, the Participants Account shall be paid in a lump sum in cash on the first business day of the month following the Change in Control. If a Participants Separation From Service occurred before the Change in Control, the lump sum payment under this Section 5.04 shall not be made earlier than six months after the Participants Separation From Service. | |
5.05 | Distributions Before January 1, 2008 . Distributions after 2004 and before the effective date of the Plan were made in good faith compliance with IRC Section 409A and Internal Revenue Service guidance interpreting IRC Section 409A. |
6.01 | No Plan Assets . Benefits provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds of the policies shall at all times remain the sole property of Textron and neither the Participants whose lives are insured not their Beneficiaries shall have any ownership rights in such policies of insurance. | |
6.02 | Top-Hat Plan Status . The Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA). |
7.01 | Plan Administrators Powers . Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 7.05, any actions by Textron shall be final, conclusive and binding on each Participant and all persons claiming by, through |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 8 |
or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan. |
7.02 | Tax Withholding . Textron may withhold from benefits paid under this Plan any taxes or other amounts required by law to be withheld. Textron may deduct from the undistributed portion of a Participants benefit any employment tax that Textron reasonably determines to be due with respect to the benefit under the Federal Insurance Contributions Act (FICA), and an amount sufficient to pay the income tax withholding related to such FICA tax. Alternatively, Textron may require the Participant or Beneficiary to remit to Textron or its designee an amount sufficient to satisfy any applicable federal, state, and local income and employment tax with respect to the Participants benefit. The Participant or Beneficiary shall remain responsible at all times for paying any federal, state, or local income or employment tax with respect to any benefit under this Plan. In no event shall Textron or any employee or agent of Textron be liable for any interest or penalty that a Participant or Beneficiary incurs by failing to make timely payments of tax. | |
7.03 | Use of Third Parties to Assist with Plan Administration . Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | |
7.04 | Proof of Right to Receive Benefits . Textron may require proof of death or Total Disability of any Participant and evidence of the right of any person to receive any Plan benefit. | |
7.05 | Claims Procedure . A Participant or Beneficiary who believes that he is being denied a benefit to which he is entitled under the Plan (referred to in this Section 7.05 as a Claimant) may file a written request with the Benefits Committee setting forth the claim. The Benefits Committee shall consider and resolve the claim as set forth below. |
(a) | Time for Response . Upon receipt of a claim, the Benefits Committee shall advise the Claimant that a response will be forthcoming within 90 days. The Benefits Committee may, however, extend the response period for up to an additional 90 days for reasonable cause, and shall notify the |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 9 |
(b) | Denial . If the claim is denied in whole or part, the Benefits Committee shall provide the Claimant with a written decision, using language calculated to be understood by the Claimant, setting forth (1) the specific reason or reasons for such denial; (2) the specific reference to relevant provisions of this Plan on which such denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (4) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; (5) the time limits for requesting a review of the claim; and (6) the Claimants right to bring an action for benefits under Section 502(a) of ERISA. | ||
(c) | Request for Review . Within 60 days after the Claimant s receipt of the written decision denying the claim in whole or in part, the Claimant may request in writing that the Benefits Committee review the determination. The Claimant or his duly authorized representative may, but need not, review the relevant documents and submit issues and comment in writing for consideration by the Benefits Committee. If the Claimant does not request a review of the initial determination within such 60-day period, the Claimant shall be barred from challenging the determination. | ||
(d) | Review of Initial Determination . Within 60 days after the Benefits Committee receives a request for review, it will review the initial determination. If special circumstances require that the 60-day time period be extended, the Benefits Committee will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review. | ||
(e) | Decision on Review . All decisions on review shall be final and binding with respect to all concerned parties. The decision on review shall set forth, in a manner calculated to be understood by the Claimant, (1) the specific reasons for the decision, shall including references to the relevant Plan provisions upon which the decision is based; (2) the Claimants right to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information, relevant to his benefits; and (3) the Claimants right to bring a civil action under Section 502(a) of ERISA. |
7.06 | Enforcement Following a Change in Control . If, after a Change in Control, any claim is made or any litigation is brought by a Participant or Beneficiary to enforce or interpret any provision contained in this Plan, Textron and the |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 10 |
person or group described in Section 1.05 shall be liable, jointly and severally, to reimburse the Participant or Beneficiary for the Participants or Beneficiarys reasonable attorneys fees and costs incurred during the Participants or Beneficiarys lifetime in pursuing any such claim or litigation, and to pay prejudgment interest at the Prime Rate as quoted in the Money Rates section of The Wall Street Journal on any money award or judgment obtained by the Participant or Beneficiary, payable at the same time as the underlying award or judgment. Any reimbursement pursuant to the preceding sentence shall be paid to the Participant no earlier than six months after the Participants Separation From Service, and shall be paid to the Participant or Beneficiary no later than the end of the calendar year following the year in which the expense was incurred. The reimbursement shall not be subject to liquidation or exchange for another benefit, and the amount of reimbursable expense incurred in one year shall not affect the amount of reimbursement available in another year. |
8.01 | Amendment . Subject to subsections (a) and (b), below, the Board or its designee shall have the right to amend, modify, or suspend this Plan at any time by written resolution or other formal action reflected in writing. Subject to subsections (a) and (b), below, the Management Committee of Textron or its designee also shall have the right to amend, modify, or suspend any provisions of this Plan, by written resolution or other formal action reflected in writing, with respect to any Participant who is not a member of the Management Committee or a Key Executive. |
(a) | No amendment, modification, or suspension shall reduce the amount credited to a Participants Account immediately before the effective date of the amendment, modification, or suspension. | ||
(b) | Following a Change in Control, no amendment, modification, or suspension shall be made that directly or indirectly reduces any right or benefit provided upon a Change in Control. |
8.02 | Termination . The Board or its designee shall have the right to terminate this Plan at any time before a Change in Control by written resolution. No termination of |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 11 |
the Plan shall reduce a Participants Account immediately before the effective date of the termination. | ||
8.03 | Distributions Upon Plan Termination . Upon the termination of the Plan by the Board with respect to all Participants, and termination of all arrangements sponsored by any Textron Company that would be aggregated with the Plan under IRC Section 409A, Textron shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay the Participants vested Account in a lump sum, to the extent permitted under IRC Section 409A. All payments that may be made pursuant to this Section 8.03 shall be made no earlier than the thirteenth month and no later than the twenty-fourth month after the termination of the Plan. Textron may not accelerate payments pursuant to this Section 8.03 if the termination of the Plan is proximate to a downturn in Textrons financial health. If Textron exercises its discretion to accelerate payments under this Section 8.03, it shall not adopt any new arrangement that would have been aggregated with the Plan under IRC Section 409A within three years following the date of the Plans termination. |
9.01 | Use of Masculine or Feminine Pronouns . Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | |
9.02 | Transferability of Plan Benefits . |
(a) | Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum. | ||
(b) | Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 12 |
9.03 | Section 409A Compliance . The Plan is intended to comply with IRC Section 409A and should be interpreted accordingly. Any distribution election that would not comply with IRC Section 409A is not effective. To the extent that a provision of this Plan does not comply with IRC Section 409A, such provision shall be void and without effect. Textron does not warrant that the Plan will comply with IRC Section 409A with respect to any Participant or with respect to any payment, however. In no event shall any Textron Company; any director, officer, or employee of a Textron Company (other than the Participant); or any member of the Benefits Committee be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of the Plans failure to satisfy the requirements of IRC Section 409A, or as a result of the Plans failure to satisfy any other requirements of applicable tax laws. | |
9.04 | Controlling State Law . This Plan shall be construed in accordance with the laws of the State of Delaware. | |
9.05 | No Right to Employment . Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant of continued employment at any Textron Company. | |
9.06 | Additional Conditions Imposed . Textron, the Chief Executive Officer and the Chief Human Resources Officer, and the Benefits Committee may impose such other lawful terms and conditions on participation in this Plan as deemed desirable. The Chief Executive Officer, the Chief Human Resources Officer, and members of the Benefits Committee may participate in this Plan. |
Textron Spillover Savings Plan | ||
Effective January 1, 2009 | Page 13 |
Introduction
|
1 | |||
|
||||
Article IDefinitions
|
3 | |||
|
||||
Article IIParticipation
|
4 | |||
|
||||
Article IIISupplemental Savings Benefits
|
4 | |||
|
||||
Article IVSupplemental Included Plan Benefits
|
5 | |||
|
||||
Article VUnfunded Plan
|
5 | |||
|
||||
Article VIPlan Administration
|
5 | |||
|
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Article VIIMiscellaneous
|
7 | |||
|
||||
Market Square Profit Sharing Plan Schedule
|
Textron Spillover Savings Plan | Appendix A | |
Effective January 1, 2009 | Page i |
A. | Key Executive Plan | |
(As in Effect Before January 1, 2007) |
B. | Supplemental Savings Plan for Textron Key Executives | |
(Effective January 1, 2007) |
C. | Textron Spillover Savings Plan | |
(Effective January 1, 2008) |
D. | Key Executive Protected Benefits | |
(Earned and Vested Before 2005) |
Textron Spillover Savings Plan | Appendix A | |
Effective January 1, 2009 | Page 1 |
E. | Benefits Subject To Section 409A | |
(Earned or Vested From 2005 Through 2007) |
Textron Spillover Savings Plan | Appendix A | |
Effective January 1, 2009 | Page 2 |
1.01 | Benefits Committee means the Employee Benefits Committee of Textron. | |
1.02 | Board means the Board of Directors of Textron. | |
1.03 | ERISA means the Employee Retirement Income Security Act of 1974, as amended. | |
1.04 | Included Plan means a Textron defined contribution plan specifically designated by the Management Committee under Article IV. | |
1.05 | Key Executive means an employee of a Textron Company who has been and continues to be designated as a Key Executive under the Plan by Textrons Chief Executive Officer and Chief Human Resources Officer. | |
1.06 | Management Committee means the Management Committee of Textron. | |
1.07 | Participant means a Key Executive who is participating in this Plan pursuant to Article II and, unless the context clearly indicates to the contrary, a former Participant who is entitled to benefits under this Plan. | |
1.08 | Plan means this Supplemental Savings Plan for Textron Key Executives, as amended and restated from time to time. | |
1.09 | Savings Plan means the Textron Savings Plan, as amended and restated from time to time. | |
1.10 | Statutory Limit means any limit on benefits under, or annual additions to, qualified plans imposed by Section 401(a)(17) or 415 of the Internal Revenue Codes of 1954 or 1986, as amended from time to time. | |
1.11 | Supplemental Shares means phantom shares of Textron common stock accumulated and accounted for under this Plan for the purpose of determining the cash value of distributions and transfers from a Participants supplemental savings account. | |
1.12 | Textron means Textron Inc., a Delaware corporation, and any successor of Textron Inc. | |
1.13 | Textron Company means Textron or any company controlled by or under common control with Textron. |
Textron Spillover Savings Plan | Appendix A | |
Effective January 1, 2009 | Page 3 |
2.01 | A Key Executive shall participate in this Plan if the annual additions to her accounts under the Savings Plan or any Included Plan are limited by one or more Statutory Limits. |
3.01 | Textron shall maintain a supplemental savings account and a fixed income account for each Participant who participates in the Savings Plan for making credits, payments, and transfers described in this Article. | |
3.02 | A Participant who contributes at least 10% of eligible compensation to the Textron Savings Plan each month shall receive a supplemental savings credit. Textron shall, as of the end of each calendar month, credit Supplemental Shares to each supplemental savings account, equal to the lost employer contribution for the month divided by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal for the month. The lost employer contribution for the month shall be equal to the Participants Savings Plan eligible compensation for the month times the Participants Savings Plan election percentage (not to exceed 10%) times 50%, less the employer contribution made to the Participants Savings Plan Account for the month. | |
3.03 | Textron shall, in each calendar quarter, credit Supplemental Shares to a Participants supplemental savings account equal in number to the number of shares of Textron common stock that would have been allocated on account of dividends to the Participants supplemental savings account as of that date, based on the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal for the month in which the date of record occurs. | |
3.04 | Amounts in the fixed income account shall earn interest at a monthly interest rate that is one twelfth of the average for the calendar month of the Moodys Corporate Bond Yield Index as published by Moodys Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by the Benefits Committee. Interest shall be credited on the last day of each calendar month on the average daily balance of the fixed income account during the month. | |
3.05 | A Participant who has terminated her Textron employment may, once each calendar month, elect to transfer, in 5% increments (with a minimum transfer of 10% of the supplemental savings account), effective the first calendar day of the month following the minimum notice of three business days, any amount in her supplemental savings account to her fixed income account. The cash value transferred will be determined by multiplying the current value of Textron common stock by the number of whole and fractional Supplemental Shares in her supplemental savings account as of the end of the month in which the election is made times the percentage being transferred. If any |
Textron Spillover Savings Plan | Appendix A | |
Effective January 1, 2009 | Page 4 |
portion of a Participants accounts under the Savings Plan shall be forfeited, a proportionate part of the Participants Supplemental Shares also shall be forfeited. The current value of a share of Textron common stock at the transfer date shall be the average of the composite closing prices, as reported in The Wall Street Journal, for the first ten trading days of the effective month. | ||
3.06 | The number of Supplemental Shares credited to a Participants account under this Article III shall be adjusted, without receipt of any consideration by Textron, on account of any stock split, stock dividend, or similar increase or decrease affecting Textron common stock, as if the Supplemental Shares were actual shares of Textron common stock. |
4.01 | The Management Committee may cause this Plan to provide supplemental benefits on account of an Included Plan by adopting a Schedule to this Plan. The Schedule shall specify any special terms or conditions upon which the supplemental benefits shall be provided. Except as specifically provided in a Schedule, all of the terms and conditions of this Plan shall apply to the Included Plan. |
5.01 | Benefits to be provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds therefrom shall at all times remain the sole property of Textron and neither the Participants whose lives are insured nor their beneficiaries shall have any ownership rights in such policies of insurance. | |
5.02 | This Plan is intended in part to provide benefits for a select group of management employees who are highly compensated, within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and in part to be an excess benefit plan, pursuant to Section 3(36) of ERISA. | |
5.03 | No Participant shall be required or permitted to make contributions to this Plan. |
6.01 | Textron shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation. Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to |
Textron Spillover Savings Plan | Appendix A | |
Effective January 1, 2009 | Page 5 |
Section 6.05, any action by Textron shall be final, conclusive, and binding on each Participant and all persons claiming by, through or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan, and shall make all such determinations and interpretations in a nondiscriminatory manner. | ||
6.02 | (a) Except as provided in the following sentence, and in subsections (b), (c), and (d), below, the distribution of any account under Article III or Article IV shall be made at the same time, in the same manner, to the same persons and in the same proportions, as is made the payment or distribution under the related Savings Plan or Included Plan, or otherwise as determined by the Benefits Committee in its sole discretion. However, if a Participants supplemental savings account contains 50 or fewer Supplemental Shares at termination, such Participants supplemental savings account shall be paid in a single sum. Textron may withhold from benefits and accounts under this Plan, any taxes or other amounts required by law to be withheld. Notwithstanding any provision to the contrary, no benefit shall be paid to any Participant while employed by Textron. |
Textron Spillover Savings Plan | Appendix A | |
Effective January 1, 2009 | Page 6 |
6.03 | Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron shall be entitled to rely upon all certifications made by an accountant selected by Textron. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | |
6.04 | Textron may require proof of death or total disability of any Participant, former Participant or beneficiary and evidence of the right of any person to receive any Plan benefit. | |
6.05 | Claims under this Plan shall be filed in writing with Textron, and shall be reviewed and resolved pursuant to the claims procedure in Section 7.05 of the Textron Spillover Savings Plan. |
7.01 | Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | |
7.02 | (a) Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not |
Textron Spillover Savings Plan | Appendix A | |
Effective January 1, 2009 | Page 7 |
7.03 | Notwithstanding any Plan provision to the contrary, the Board or its designee shall have the right to amend, modify, suspend or terminate this Plan at any time by written ratification of such action; provided, however, that no amendment, modification, suspension or termination: |
(1) | shall reduce an amount credited to any supplemental account under Article III or Article IV of this Plan immediately before the effective date of the amendment, modification, suspension or termination; or | ||
(2) | shall be made to Section 6.02 or 7.03 following a Change in Control. |
Textron Spillover Savings Plan | Appendix A | |
Effective January 1, 2009 | Page 8 |
7.04 | This Plan shall be construed in accordance with the laws of the State of Delaware. | |
7.05 | Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant to be continued in employment as a Key Executive or other employee of any Textron Company. | |
7.06 | Textron, the Chief Executive Officer and the Chief Human Resources Officer, and the Benefits Committee may impose such other lawful terms and conditions on participation in this Plan as deemed desirable. The Chief Executive Officer, the Chief Human Resources Officer and members of the Benefits Committee may participate in this Plan. |
Textron Spillover Savings Plan | Appendix A | |
Effective January 1, 2009 | Page 9 |
1.01 | Market Square Plan means The Market Square Profit Sharing Plan, as amended and restated from time to time. | |
1.02 | Textron shall maintain a stock unit account and a fixed income account for each participant for making credits, payments, and transfers described in this Schedule. | |
1.03 | Textron shall, in each calendar quarter, credit Supplemental Shares to a Participants stock unit account equal in number to the number of shares of Textron common stock that would have been allocated on account of dividends to the Participants stock unit account as of that date, based on the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal for the month in which the date of record occurs. | |
1.04 | Amounts in the fixed income account shall earn interest at a monthly interest rate that is the average for the calendar month of the Moodys Corporate Bond Yield Index as published by Moodys Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by the Benefits Committee. Interest shall be credited on the last day of each calendar month on the average daily balance of the fixed income account during the month. | |
1.05 | A Participant who has terminated her Textron employment may, once each calendar month, elect to transfer, in 5% increments (with a minimum transfer of 10% of the stock unit account), effective the first calendar day of the month following the minimum notice of three business days, any amount in her stock unit account to her general fund account. The cash value transferred will be determined by multiplying the current value of Textron common stock by the number of whole and fractional Supplemental Shares in her stock unit account as of the end of the month in which the election is made times the percentage being transferred. The current value of a share of Textron common stock at the transfer date shall be the average of the composite closing prices, as reported in The Wall Street Journal, for the first ten trading days of the effective month. | |
1.06 | The number of Supplemental Shares credited to a Participants account under this schedule shall be adjusted, without receipt of any consideration by Textron, on account of any stock split, stock dividend, or similar increase or decrease |
Textron Spillover Savings Plan
Effective January 1, 2009 |
Appendix A (Market Square Schedule)
Page 1 |
1.07 | Subject to Section 1.08, below, benefits shall become payable upon the Participants termination of Textron employment or such other time as determined by the Benefits Committee in its sole discretion. Textron, upon the written instructions of the Benefits Committee or its designee, shall distribute the benefits in accordance with any one or a combination of the following methods after considering any method of payment requested by the Participant or by the beneficiaries entitled to receive the benefits: |
1.08 | Effective for payments commencing on or after January 1, 2008, the Benefits Committee has exercised its discretion pursuant to Section 1.07 to determine that all distributions shall be made or shall commence at the time of a Participants termination of employment (or in January 2009, if later) in one of the following forms of payment: |
Textron Spillover Savings Plan
Effective January 1, 2009 |
Appendix A (Market Square Schedule)
Page 2 |
Textron Spillover Savings Plan
Effective January 1, 2009 |
Appendix A (Market Square Schedule)
Page 3 |
Introduction
|
1 | |||
|
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Article I Definitions
|
2 | |||
1.01 Beneficiary
|
2 | |||
1.02 Benefits Committee
|
2 | |||
1.03 Board
|
2 | |||
1.04 Change in Control
|
2 | |||
1.05 Compensation
|
3 | |||
1.06 Compensation Base
|
4 | |||
1.07 ERISA
|
4 | |||
1.08 Executive Plan
|
4 | |||
1.09 Grandfathered Formula
|
4 | |||
1.10 Grandfathered Participant
|
4 | |||
1.11 IRC
|
5 | |||
1.12 Key Executive Plan
|
5 | |||
1.13 Participant
|
5 | |||
1.14 Pension Plan
|
5 | |||
1.15 Plan
|
5 | |||
1.16 Plan Administrator
|
5 | |||
1.17 Retirement Age
|
5 | |||
1.18 Separation From Service
|
5 | |||
1.20 Statutory Limit
|
5 | |||
1.21 Textron
|
5 | |||
1.22 Textron Company
|
5 | |||
1.23 Textron Retirement Program
|
6 | |||
1.24 Total Disability
|
6 | |||
|
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Article II Participation
|
6 | |||
2.01 Eligibility and Participation
|
6 | |||
2.02 Period of Participation
|
6 | |||
|
||||
Article III Spillover Pension Benefit Amounts
|
6 | |||
3.01 Retirement Benefits
|
6 | |||
3.02 Grandfathered Participants
|
7 | |||
3.03 Calculation of Benefits
|
7 | |||
3.04 Other Forms of Benefit
|
8 | |||
3.05 Benefit Upon Transfer of Liability
|
9 |
Textron Spillover Pension Plan | Table of Contents | |
Amended and Restated January 1, 2009 | Page i |
Article IV Vesting
|
9 | |||
4.01 Vesting Schedule
|
9 | |||
4.02 Change in Control
|
9 | |||
|
||||
Article V Distribution of Benefits
|
9 | |||
5.01 Automatic Distributions
|
9 | |||
5.02 Spousal Consent
|
9 | |||
5.03 Time and Form of Distribution
|
10 | |||
5.04 Lump-sum Distribution
|
11 | |||
5.05 Six-Month Delay for Specified Employees
|
11 | |||
5.06 Automatic Cash-Out
|
12 | |||
5.07 Disability Benefits
|
12 | |||
5.08 Payment of Death Benefits
|
12 | |||
5.09 Administrative Delay in Payment
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13 | |||
5.10 Distribution Upon Change in Control
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13 | |||
5.11 Change in Payment Election
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14 | |||
5.12 Rehired Participants
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15 | |||
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Article VI Unfunded Plan
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16 | |||
6.01 No Plan Assets
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16 | |||
6.02 Top-Hat Plan Status
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16 | |||
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Article VII Plan Administration
|
16 | |||
7.01 Plan Administrators Powers
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16 | |||
7.02 Tax Withholding
|
17 | |||
7.03 Use of Third Parties to Assist with Plan Administration
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17 | |||
7.04 Proof of Right to Receive Benefits
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17 | |||
7.05 Claims Procedure
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17 | |||
7.06 Enforcement Following a Change in Control
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18 | |||
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Article VIII Amendment and Termination
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19 | |||
8.01 Amendment
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19 | |||
8.02 Termination
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19 | |||
8.03 Distributions Upon Plan Termination
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20 | |||
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Article IX Miscellaneous
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20 | |||
9.01 Use of Masculine or Feminine Pronouns
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20 | |||
9.02 Transferability of Plan Benefits
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20 | |||
9.03 Section 409A Compliance
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21 | |||
9.04 Controlling State Law
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21 | |||
9.05 No Right to Employment
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21 | |||
9.06 Additional Conditions Imposed
|
21 |
Textron Spillover Pension Plan | Table of Contents | |
Amended and Restated January 1, 2009 | Page ii |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 1 |
1.01 | Beneficiary means the person designated under the Plan (including any person who is automatically designated by the terms of the Plan) to receive any death benefit or pre-pension survivor annuity, or survivor annuity payable with respect to a Participant. A Participants trust or estate may also be the Participants Beneficiary for a death benefit other than a life annuity. | |
1.02 | Benefits Committee means the Employee Benefits Committee of Textron. | |
1.03 | Board means the Board of Directors of Textron. | |
1.04 | Change in Control means, for any Participant who was not an employee of a Textron Company on December 31, 2007: |
(a) | any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Act) and of IRC Section 409A) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially similar proportions as their ownership of Textron common stock |
(1) | becomes (other than by acquisition from Textron or a related company) the beneficial owner (as defined in Rule 13d-3 under the Act) of stock of Textron that, together with other stock held by such person or group, possesses more than 50% of the combined voting power of Textrons then-outstanding voting stock, or | ||
(2) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) beneficial ownership of stock of Textron possessing more than 30% of the combined voting power of Textrons then-outstanding stock, or | ||
(3) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) all or substantially all of the total gross fair market value of all of the assets of Textron immediately prior to such acquisition or acquisitions (where gross fair market value is determined without regard to any associated liabilities); or |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 2 |
(b) | a merger or consolidation of Textron with any other corporation occurs, other than a merger or consolidation that would result in the voting securities of Textron outstanding immediately before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or | ||
(c) | during any 12-month period, a majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of their appointment or election. |
1.05 | Compensation means a Participants annual compensation determined as follows: |
(a) | For years after 2006, Compensation means eligible annual compensation as defined under the corresponding benefit formula in the Participants Pension Plan, without regard to the Statutory Limits, subject to the modifications described in this Section 1.05(a). For any executive who was first awarded performance share units before October 27, 1999, Compensation shall include payments made under performance share units (regardless of when the units are awarded); but Compensation shall not include amounts attributable to performance share units for any executive who was first awarded performance share units after October 26, 1999. Compensation shall include a Participants elective deferrals under the Deferred Income Plan for Textron Key Executives, the Textron Deferred |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 3 |
(b) | For any individual who participated in the Key Executive Plan before 2007, Compensation for each year before 2007 shall be determined under Section 1.03 of Appendix A. | ||
(c) | For any individual who participated in the Executive Plan (but not in the Key Executive Plan) before 2007, Compensation for each year before 2007 shall be determined under Section 1.03 of Appendix B. | ||
(d) | If a year before 2007 is included in the Participants Compensation Base under the Plan, and the Participant did not participate in the Key Executive Plan or the Executive Plan before 2007, Compensation for that year shall be determined as provided in Section 1.05(a), above. |
1.06 | Compensation Base means a Participants final average compensation, determined as provided in the Pension Plan, but substituting Compensation as defined in Section 1.05 of the Plan for the Participants annual compensation under the Pension Plan. | |
1.07 | ERISA means the Employee Retirement Income Security Act of 1974, as amended. | |
1.08 | Executive Plan means the Textron Supplemental Benefits Plan for Executives, as in effect before January 1, 2007. The defined benefit provisions of the Executive Plan are included in this Plan as Appendix B. | |
1.09 | Grandfathered Formula means the benefit formula, early retirement eligibility provisions, and early retirement factors in effect under a Participants Pension Plan on December 31, 2006, as used to determine benefits earned after 2006. | |
1.10 | Grandfathered Participant means any employee who participated in either the Key Executive Plan or the Executive Plan as of December 31, 2006; who continued to participate in the Plan after 2006; and who did not satisfy the requirements (described in Section 3.02) to receive a grandfathered benefit under the Textron Retirement Program. |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 4 |
1.11 | IRC means the Internal Revenue Code of 1986, as amended. References to any section of the Internal Revenue Code shall include any final regulations interpreting that section. | |
1.12 | Key Executive Plan means the Supplemental Benefits Plan for Textron Key Executives, as in effect before January 1, 2007. The defined benefit provisions of the Key Executive Plan are included in this Plan as Appendix A. | |
1.13 | Participant means an employee of Textron who is eligible to participate in the Plan pursuant to Section 2.01 and whose participation has not been terminated as provided in Section 2.02. | |
1.14 | Pension Plan means a tax-qualified defined benefit plan that is part of the Textron Retirement Program, including (but not limited to) the Bell Helicopter Textron Retirement Plan (part of the Bell Helicopter Textron Master Retirement Plan), the Textron Pension Plan for Cessna Employees (Addendum F to the Textron Master Retirement Plan), and the Textron Pension Plan (Addendum A to the Textron Master Retirement Plan). | |
1.15 | Plan means this Textron Spillover Pension Plan, as amended and restated from time to time. | |
1.16 | Plan Administrator means Textron or its designees, as described in Section 7.01. | |
1.17 | Retirement Age means the age specified by the Participant for the commencement of benefits under this Plan, which may be age 55, 62, or 65. | |
1.18 | Separation From Service means a Participants termination of employment with all Textron Companies, other than by reason of death or Total Disability, that qualifies as a separation from service for purposes of IRC Section 409A. | |
1.19 | Statutory Limit means any limit on benefits under tax-qualified defined benefit plans imposed by IRC Section 401(a)(17) or Section 415. | |
1.20 | Textron means Textron Inc., a Delaware corporation, and any successor to Textron Inc. | |
1.21 | Textron Company means Textron or any company controlled by or under common control with Textron within the meaning of IRC Section 414(b) or (c). |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 5 |
1.22 | Textron Retirement Program means a floor-offset retirement arrangement consisting of a floor benefit provided under a Pension Plan and an offset benefit provided under the Textron Inc. Retirement Account Plan. | |
1.23 | Total Disability means physical or mental incapacity of a Participant who is employed by a Textron Company on the disability date, if the incapacity (a) enables the Participant to receive disability benefits under the Federal Social Security Act, and (b) also qualifies as a disability for purposes of IRC Section 409A(a)(2)(C). |
2.01 | Eligibility and Participation . An individual who is a participant in a Pension Plan shall become a Participant in the Plan upon either: (a) (1) being designated by Textrons Chief Executive Officer and Chief Human Resources Officer as an eligible executive and (2) having compensation, as defined in the Pension Plan, that exceeds the limit of IRC Section 401(a)(17), or (b) participating in the Deferred Income Plan for Textron Executives. | |
2.02 | Period of Participation . Except as provided in the following sentence, once an individual becomes a Participant under Section 2.01 above, the individual shall remain a Participant (even if his or her compensation, as defined in the Pension Plan, subsequently falls below the IRC Section 401(a)(17) limit) until the individuals benefit under the Plan is fully distributed, or until the individuals participation in the Plan is terminated by the Board (or by the Chief Executive Officer and the Chief Human Resources Officer) effective as of the following January 1. If an employee or former employee is not identified in Textrons records as a Participant as of December 31, 2008, the individual shall not be a Participant, and shall not be entitled to receive any benefit under the Plan, unless the individual becomes a Participant after 2008 pursuant to Section 2.01. |
3.01 | Retirement Benefits . The benefit payable under the Plan to a Participant who is not a Grandfathered Participant shall be (a) the benefit that would have been payable under the Pension Plan if the Statutory Limits were ignored and Compensation Base were determined as provided under Section 1.06, minus (b) the benefit that actually would be payable under the Pension Plan at the same time and in the same form. In addition to the benefit described in the preceding sentence, a Participant who is designated pursuant to Appendix C shall be eligible to receive a wrap-around pension benefit determined as provided in Appendix C, subject to the vesting requirements and other terms and conditions specified in Appendix C. |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 6 |
3.02 | Grandfathered Participants . Under the Textron Retirement Program, a new Pension Plan formula became effective on January 1, 2007. Any Participant who, as of January 1, 2007, was vested, and whose age and years of service combined were at least 55, was grandfathered in his or her prior Pension Plan formula, early retirement eligibility provisions, and early retirement factors. For service after 2006, a Participant who was grandfathered under the Textron Retirement Program will receive the greater of the benefit determined under the new Pension Plan formula and the benefit determined as if the Grandfathered Formula had remained in effect after 2006. Textron wishes to provide a comparable benefit under this Plan for certain Participants who participated in the Key Executive Plan or the Executive Plan on December 31, 2006, but who did not satisfy the requirements to be grandfathered under the Textron Retirement Program. Accordingly, the benefit payable under the Plan to any Participant who is a Grandfathered Participant as defined in Section 1.10 shall be (a) the greater of (i) the benefit determined under the Pension Plan formula applicable to the Participant and (ii) the benefit that would have accrued under the Pension Plan if the Grandfathered Formula had remained in effect after 2006, determined in each case without regard to the Statutory Limits and using Compensation Base as defined in Section 1.06, minus (b) the benefit that actually would be payable under the Pension Plan (without using the Grandfathered Formula) at the same time and in the same form. |
3.03 | Calculation of Benefits . In determining benefits for any purpose under the Plan, and in determining benefits under the Pension Plan for purposes of calculating benefits under the Plan, the following rules shall apply: |
(a) | All benefits shall be determined without taking into account any offset for the value of the Participants account under the Textron Inc. Retirement Account Plan. | ||
(b) | If a benefit under the Plan commences before or after the Participants normal retirement age under the Pension Plan, the benefit under the Plan and under the Pension Plan shall be actuarially adjusted for early or late commencement as provided in the Pension Plan. | ||
(c) | When a benefit under the Plan is reduced by the corresponding benefit under the Pension Plan, the reduction shall be determined as if the Pension Plan benefit were commencing at the same time and were payable in the same form as the benefit under the Plan, regardless of whether the Participant has elected a different time or form of payment for the Pension Plan benefit. | ||
(d) | If it is necessary to determine the present value of a Participants benefit for purposes of Section 5.06 (concerning automatic cash-out of small |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 7 |
(e) | A Participants benefit determined under Section 3.01 or Section 3.02 shall be increased as provided in Section 5.04(c) if the Participants lump-sum ratio determined under that section exceeds 100%. If the Participants benefit is paid in a form other than a lump sum, the actuarial assumptions specified in subparagraph (d), above, shall be used to convert the enhanced value of the Participants benefit to an annuity at age 65; the assumptions specified subparagraph (b) and (c), above, and in Section 3.04, below, shall be used to convert the additional age-65 annuity to the actual form of payment. If the Participant dies before the Participants Separation From Service, the lump-sum ratio shall be determined at the time of the Participants death; if the lump-sum ratio is greater than 100%, the enhanced value of the Participants benefit shall be used to calculate any pre-pension survivor annuity or death benefit payable to the Participants Beneficiary. | ||
(f) | Benefits earned before 2007 under the defined benefit portions of the Key Executive Plan or the Executive Plan shall be calculated solely as provided in Appendix A or Appendix B, whichever is applicable. |
3.04 | Other Forms of Benefit . Termination benefits, pre-retirement or post-retirement death benefits (including any death benefit and any surviving spouse benefit provided by a Textron Company at its sole cost through a Pension Plan), pre-pension survivor annuity benefits, post-pension survivor annuity benefits, disability benefits, and other optional forms of payment or ancillary benefits shall be based on the Participants benefit under the Plan, determined as provided in Section 3.01 or 3.02 and Section 3.03, and shall include any actuarial reduction, |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 8 |
3.05 | Benefit Upon Transfer of Liability . In the event Textron transfers liability for a Participants benefit under a Pension Plan to another qualified plan, the Plan benefits under this Article III shall be determined as of the date of such transfer, unless otherwise determined by Textron in its sole discretion. |
4.01 | Vesting Schedule . Participants shall vest in the Plan in the same manner as is provided for under the Pension Plan. | |
4.02 | Change in Control . In the event of a Change in Control, if a Participant is employed by a Textron Company on the date of the Change in Control, all benefits accrued by the Participant as of the date of the Change in Control shall become fully vested. |
5.01 | Automatic Distributions . Unless a Participant elected a different time and form of payment before 2008 under Section 5.11(d), below, the Participants benefit shall commence as of the later of age 55 or the first day of the seventh month following Separation From Service, and shall be paid in the form of a single life annuity if the Participant is single when the distribution commences, or in the form of an actuarially equivalent joint and 50% surviving spouse annuity if the Participant is married when the distribution commences. The benefits of a Participant whose benefits vest after his Separation From Service shall commence on the later of the (1) the date that would have applied if his benefits had been vested at his Separation From Service, or (2) the first day of the month following the date on which his benefits vest. A Participant may change the automatic time or form of distribution to another time or form of distribution that is available under this Article V, subject to the spousal consent requirement in Section 5.02, below, and the rules governing changes in distribution elections in Section 5.11, below. A Participant shall be deemed to have elected the automatic time and form of distribution unless the Participant changes his payment election as provided in Article V. |
5.02 | Spousal Consent . If a Participant is married when he or she makes a distribution election (including a change in a prior distribution election), the Participant must have the written consent of his or her spouse in order to elect any form of payment other than a joint and 50% surviving spouse annuity. If a Participant elects to receive a distribution in the form of an annuity, and the Participant marries or re-marries after the date of the distribution election, the Participant |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 9 |
5.03 | Time and Form of Distribution . Subject to Section 5.01, a Participant may elect a time and form of distribution specified below for the portion of the Participants benefit under the Plan that is earned or vested after 2004 (including any portion of the Participants benefit that was earned or vested after 2004 under Appendix A or Appendix B). Any portion of the Participants benefit that was earned and vested before 2005 shall be calculated and paid solely as provided in Appendix A or Appendix B, whichever is applicable, and shall not be subject to this Article V. |
(a) | A lump-sum distribution of the portion of the benefit determined under Section 5.04, payable on the first day of the seventh month following the Participants Separation From Service, with the remainder of the benefit (if any) payable as an annuity under subsection (c), below. | ||
(b) | A lump-sum distribution of the portion of the benefit determined under Section 5.04, payable on the later of (1) the first day of the seventh month following the Participants Separation From Service or (2) attainment of Retirement Age, with the remainder of the benefit (if any) payable as an annuity under subsection (c), below. | ||
(c) | A joint and 50% survivor annuity, a joint and 75% survivor annuity, a joint and 100% survivor annuity, a single life annuity, or any other actuarially-equivalent single life annuity or joint and survivor annuity that the Participant is eligible to elect under the Participants Pension Plan, commencing on the later of (1) the first day of the seventh month following the Participants Separation From Service or (2) attainment of Retirement Age. |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 10 |
5.04 | Lump-sum Distribution . A Participant may elect to receive a lump-sum distribution with respect to a portion of his benefit determined as follows: |
(a) | If the Participant is not a Grandfathered Participant, the Plan Administrator shall determine the ratio, as of the Participants Separation From Service, of (i) the value of the Participants account under the Retirement Account Plan to (ii) the present value of the benefit the Participant earned under the Pension Plan after 2006 (without taking into account any offset for the value of the Participants account under the Retirement Account Plan). | ||
(b) | If the Participant is a Grandfathered Participant, the Plan Administrator shall determine the ratio in subsection (a), above, as if the Participant had satisfied the requirements to be grandfathered under the Textron Retirement Program, and had earned a benefit under the Pension Plan after 2006 equal to the greater of the Participants actual post-2006 Pension Plan benefit and the benefit determined as if the Grandfathered Formula had remained in effect after 2006. This paragraph shall apply solely for purposes of determining a Grandfathered Participants lump-sum ratio, and not for purposes of determining the amount of the Grandfathered Participants benefit under the Plan (except to the extent that the lump-sum ratio results in an enhancement of the Participants benefit under subsection (c)). | ||
(c) | The Plan Administrator shall apply the lump-sum ratio determined under subsection (a) or (b), whichever is applicable, to the present value (determined as of the date of the distribution) of the portion of the Participants benefit under the Plan that accrued after 2006. The percentage of the present value determined by the lump-sum ratio shall be payable in a lump sum, and (except as provided in the following sentence) the remaining portion of Participants benefit payable under this Article V shall be paid as an annuity. If the ratio determined under subsection (a) or (b) is greater than 100%, the present value of the Participants benefit under the Plan that accrued after 2006 shall be increased by a corresponding amount, and the Participants entire benefit under the Plan that was earned or vested after 2004 (including the enhancement) shall be payable in a lump sum; but no portion of the Participants benefit under the Plan that accrued before 2007 shall be enhanced by the lump-sum ratio. |
5.05 | Six-Month Delay . If a Participants benefit is paid as a result of the Participants Separation From Service, the benefit shall not commence or be paid under this Article V earlier than six months after the date of the Participants Separation From Service. A benefit paid as a result of the Participants Separation From |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 11 |
5.06 | Automatic Cash-Out . If the present value of the benefit earned or vested after 2004 (or the present value of the Beneficiarys pre-pension survivor annuity earned or vested after 2004, in the case of the Participants death) is $150,000 or less at the earliest of the Participants Separation From Service, Total Disability, or death, then the Participants entire benefit earned or vested after 2004 (or the Beneficiarys entire benefit earned or vested after 2004, in the case of the Participants death) shall be distributed in a single lump-sum payment (1) on the first day of the seventh month after the Participants Separation From Service, (2) on the first day of the month that is at least 30 days after the Participants Total Disability, or (3) on the first business day of the first month that begins at least 90 days after the Participants death (subject, however, to the following sentence). If a Participants Separation From Service or death occurs before 2008, and the Participants benefit has not commenced as provided in Section 5.11(c), the lump-sum payment described in the preceding sentence shall be made on the first business day of January in 2008; provided that no such lump-sum payment paid as a result of a Separation From Service will be made earlier than the first day of the seventh month after the Participants Separation From Service. A distribution under this Section 5.06 shall be made without regard to any payment election the Participant has made (or is deemed to have made) under Section 5.01 or Section 5.11. | |
5.07 | Disability Benefits . Except as provided in Section 5.06 (automatic cash-out of small benefits), if a Participant suffers a Total Disability, the Participants benefit under the Plan shall commence or be paid, in the form the Participant elected (or is deemed to have elected), on the first day of the month following the later of the Participants Total Disability or attainment of age 65. | |
5.08 | Payment of Death Benefits . |
(a) | If a Participant dies before his benefit under the Plan has commenced, and the Participant would be eligible for a pre-pension survivor annuity under the Pension Plan if he died before his benefit commencement date, the Participants Beneficiary shall receive an annuity for the life of the Beneficiary, commencing on the first business day of the month following the later of (i) 90 days after the Participants death or (ii) the date on which the Participant would have reached age 55 (subject to Section 5.06 concerning the automatic cash-out of small benefits). The Participants |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 12 |
(b) | If a Participant dies before his benefit under the Plan has commenced, and the Participant would be eligible for a 60-month period certain death benefit under the Pension Plan if he died before his benefit commencement date, the Participants Beneficiary shall receive an amount equal to the present value of the corresponding monthly payments under the Plan, paid in a lump sum on the first business day of the first month that begins at least 90 days after the Participants death. | ||
(c) | If a Participant dies less than 60 months after his benefit under the Plan has commenced, and the Participant would be eligible for a 60-month period certain death benefit under the Pension Plan if he died after his benefit commencement date, the Participants Beneficiary shall receive an amount equal to the present value of the corresponding monthly payments under the Plan for a number of months equal to 60 minus the number of monthly payments made to the Participant before his death, paid in a lump sum on the first business day of the first month that begins at least 90 days after the Participants death. | ||
(d) | The amount of any pre-pension survivor annuity or death benefit shall be determined as provided in Section 3.04. Any post-retirement death benefit under Section 5.08(c) shall be based solely on the portion of the Participants benefit that is payable as an annuity, and shall not include the value of any benefit the Participant has received as a lump sum. |
5.09 | Administrative Adjustments in Payment Date . A payment is treated as being made on the date when it is due under the Plan if the payment is made on the due date specified by the Plan, or on a later date that is either (a) in the same calendar year (for a payment whose specified due date is on or before September 30), or (b) by the 15th day of the third calendar month following the date specified by the Plan (for a payment whose specified due date is on or after October 1). A payment also is treated as being made on the date when it is due under the Plan if the payment is made not more than 30 days before the due date specified by the Plan, provided that the payment is not made earlier than six months after the Participants Separation From Service. A Participant may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this Section 5.09. | |
5.10 | Distribution Upon Change in Control . Subject to the following sentence, if a Change in Control also qualifies as a change in control under IRC Section 409A, the present value of all benefits earned or vested after 2004 shall be paid in a lump sum in cash on the first business day of the month following the Change |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 13 |
5.11 | Change in Payment Election . Any election of a time or form of payment under Article V, or any change in a prior election, is subject to the approval of the Plan Administrator. If a Participant changes the time or form of payment previously elected, the new election must apply to the Participants entire benefit under the Plan that is earned or vested after 2004, and must comply with the following rules: |
(a) | Election Between Life Annuities . If another actuarially-equivalent life annuity (within the meaning of IRC Section 409A) is available to a Participant under Section 5.03(c), a Participant, at any time before the first annuity payment is made, may change his election from one life annuity to another actuarially-equivalent life annuity commencing at the same time. | ||
(b) | Modification of Election . If a Participant wishes to change the form of payment for his benefit or to elect a different Retirement Age, and the new election does not satisfy the requirements of subsection (a) (concerning elections between life annuities) or the transition rules in subsection (d) (concerning elections before December 31, 2007), the Participants new payment election must satisfy the requirements of this subsection (b). A Participant may change his election under this subsection (b) only if the new election: |
(1) | is made at least twelve months before the date when payment of the benefit would otherwise commence; | ||
(2) | defers the date on which payment will commence by at least five years from the commencement date applicable to his previous election; | ||
(3) | does not cause payments triggered by attainment of Retirement Age to commence at an age other than other than 55, 60, 62, 65, 67, or 70; and | ||
(4) | does not cause payments triggered by Separation From Service to commence more than 5 years and seven months after Separation From Service. |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 14 |
(c) | Distributions Before 2008 . If a Participants Pension Plan benefit commences before 2008, the Participants benefit under the Plan that was earned or vested after 2004 shall be paid at the same time and in the same form as the Participants Pension Plan benefit, as provided under the Key Executive Plan and the Executive Plan as in effect on October 3, 2004. | ||
(d) | One-Time Election During 2007 . If a Participants Pension Plan benefit does not commence before 2008, the Participant may make a special election during 2007 to receive the benefit that is earned or vested after 2004 under one of the distribution options in Section 5.03. The Participant may not make a new election under this subsection if the election would accelerate payment of the Participants benefit into the year of the new election. If the Participants Pension Plan benefit commences after the date of the new election, but before 2008, the new election shall be ineffective and the Participants benefit shall be paid as provided in subsection (c), above. An election under this subsection shall be made in the manner prescribed by the Plan Administrator, and the Plan Administrator may impose conditions in addition to those described in this subsection (d) (such as a requirement that a Participant who participates in more than one nonqualified defined benefit plan elect the same annuity form of payment under all plans); but the election shall not be required to comply with the requirements of subsection (b), above (concerning changes in payment elections) or Section 5.02 (concerning spousal consent). The Plan Administrator may also allow an employee who is not yet a Participant, but who might become a Participant in the future, to elect a distribution option under this subsection (d) for any benefit the employee might later earn under this Plan. An employee shall not have a right to receive any benefit under the Plan until he becomes a Participant, even if the employee has previously filed an election designating the time and form of payment for any benefit he might earn if he becomes eligible to participate in the Plan. |
5.12 | Rehired Participants . If a Participant has a Separation From Service and is later rehired by a Textron Company, the following rules shall apply: |
(a) | If the Participant had not earned a vested benefit under the Plan at the time of his first Separation From Service, but the Participant returns to service with a Textron Company and earns a vested benefit after his return to service, the Participants benefit under the Plan shall be paid as provided in the Plan upon his death, Total Disability, or subsequent Separation |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 15 |
(b) | If the Participant had earned a vested benefit under the Plan at the time of his first Separation From Service, the vested benefit that the Participant had earned at the time of his first Separation From Service shall be paid at the same time and in the same form that would have applied if the Participant had not returned to service. Any additional vested benefit that the Participant earns after his return to service shall be paid as provided in the Plan upon his death, Total Disability, or subsequent Separation From Service, ignoring (for purposes of determining the time and form of payment of his additional vested benefit) his first Separation From Service. | ||
(c) | The break-in-service rules and other terms of the Pension Plan shall determine to what extent (if at all) any service or compensation the Participant had earned at the time of his first Separation From Service is forfeited or is taken into account in calculating the amount of the Participants benefit under the Plan after his return to service. |
6.01 | No Plan Assets . Benefits provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds of the policies shall at all times remain the sole property of Textron and neither the Participants whose lives are insured not their Beneficiaries shall have any ownership rights in such policies of insurance. |
6.02 | Top-Hat Plan Status . The Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA). |
7.01 | Plan Administrators Powers . Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 7.05, any actions by Textron shall be final, conclusive and binding on each Participant and all persons claiming by, through |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 16 |
7.02 | Tax Withholding . Textron may withhold from benefits paid under this Plan any taxes or other amounts required by law to be withheld. Textron may deduct from the undistributed portion of a Participants benefit any employment tax that Textron reasonably determines to be due with respect to the benefit under the Federal Insurance Contributions Act (FICA), and an amount sufficient to pay the income tax withholding related to such FICA tax. Alternatively, Textron may require the Participant or Beneficiary to remit to Textron or its designee an amount sufficient to satisfy any applicable federal, state, and local income and employment tax with respect to the Participants benefit. The Participant or Beneficiary shall remain responsible at all times for paying any federal, state, or local income or employment tax with respect to any benefit under this Plan. In no event shall Textron or any employee or agent of Textron be liable for any interest or penalty that a Participant or Beneficiary incurs by failing to make timely payments of tax. | |
7.03 | Use of Third Parties to Assist with Plan Administration . Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | |
7.04 | Proof of Right to Receive Benefits . Textron may require proof of death or Total Disability of any Participant, former Participant or Beneficiary and evidence of the right of any person to receive any Plan benefit. | |
7.05 | Claims Procedure . A Participant or Beneficiary who believes that he is being denied a benefit to which he is entitled under the Plan (referred to in this Section 7.05 as a Claimant) may file a written request with the Benefits Committee setting forth the claim. The Benefits Committee shall consider and resolve the claim as set forth below. |
(a) | Time for Response . Upon receipt of a claim, the Benefits Committee shall advise the Claimant that a response will be forthcoming within 90 days. The Benefits Committee may, however, extend the response period for up to an additional 90 days for reasonable cause, and shall notify the |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 17 |
(b) | Denial . If the claim is denied in whole or part, the Benefits Committee shall provide the Claimant with a written decision, using language calculated to be understood by the Claimant, setting forth (1) the specific reason or reasons for such denial; (2) the specific reference to relevant provisions of this Plan on which such denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (4) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; (5) the time limits for requesting a review of the claim; and (6) the Claimants right to bring an action for benefits under Section 502(a) of ERISA. | ||
(c) | Request for Review . Within 60 days after the Claimant s receipt of the written decision denying the claim in whole or in part, the Claimant may request in writing that the Benefits Committee review the determination. The Claimant or his duly authorized representative may, but need not, review the relevant documents and submit issues and comment in writing for consideration by the Benefits Committee. If the Claimant does not request a review of the initial determination within such 60-day period, the Claimant shall be barred from challenging the determination. | ||
(d) | Review of Initial Determination . Within 60 days after the Benefits Committee receives a request for review, it will review the initial determination. If special circumstances require that the 60-day time period be extended, the Benefits Committee will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review. | ||
(e) | Decision on Review . All decisions on review shall be final and binding with respect to all concerned parties. The decision on review shall set forth, in a manner calculated to be understood by the Claimant, (1) the specific reasons for the decision, shall including references to the relevant Plan provisions upon which the decision is based; (2) the Claimants right to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information, relevant to his benefits; and (3) the Claimants right to bring a civil action under Section 502(a) of ERISA. |
7.06 | Enforcement Following a Change in Control . If, after a Change in Control, any claim is made or any litigation is brought by a Participant or Beneficiary to enforce or interpret any provision contained in this Plan, Textron and the |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 18 |
8.01 | Amendment . Subject to subsections (a) and (b), below, the Board or its designee shall have the right to amend, modify, or suspend this Plan at any time by written resolution or other formal action reflected in writing. Subject to subsections (a) and (b), below, the Management Committee of Textron or its designee also shall have the right to amend, modify, or suspend any provisions of this Plan, by written resolution or other formal action reflected in writing, with respect to any Participant who is not a member of the Management Committee and who has not been designated by Textrons Chief Executive Officer and Chief Human Resources Officer as a key executive. |
(a) | No amendment, modification, or suspension shall reduce a Participants accrued benefit as determined under Section 3.01 or Section 3.02 immediately before the effective date of the amendment, modification, or suspension. | ||
(b) | Following a Change in Control, no amendment, modification, or suspension shall be made that directly or indirectly reduces any right or benefit provided upon a Change in Control. |
8.02 | Termination . The Board or its designee shall have the right to terminate this Plan at any time before a Change in Control by written resolution. No termination of |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 19 |
8.03 | Distributions Upon Plan Termination . Upon the termination of the Plan by the Board with respect to all Participants, and termination of all arrangements sponsored by any Textron Company that would be aggregated with the Plan under IRC Section 409A, Textron shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay the Participants or Beneficiarys vested benefit in a lump sum, to the extent permitted under IRC Section 409A. All payments that may be made pursuant to this Section 8.03 shall be made no earlier than the thirteenth month and no later than the twenty-fourth month after the termination of the Plan. Textron may not accelerate payments pursuant to this Section 8.03 if the termination of the Plan is proximate to a downturn in Textrons financial health. If Textron exercises its discretion to accelerate payments under this Section 8.03, it shall not adopt any new arrangement that would have been aggregated with the Plan under IRC Section 409A within three years following the date of the Plans termination. |
9.01 | Use of Masculine or Feminine Pronouns . Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | |
9.02 | Transferability of Plan Benefits . |
(a) | Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) of the Code if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, and (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant. | ||
(b) | Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 20 |
9.03 | Section 409A Compliance . The Plan is intended to comply with IRC Section 409A and should be interpreted accordingly. Any distribution election that would not comply with IRC Section 409A is not effective. To the extent that a provision of this Plan does not comply with IRC Section 409A, such provision shall be void and without effect. Textron does not warrant that the Plan will comply with IRC Section 409A with respect to any Participant or with respect to any payment, however. In no event shall any Textron Company; any director, officer, or employee of a Textron Company (other than the Participant); or any member of the Benefits Committee be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of the Plans failure to satisfy the requirements of IRC Section 409A, or as a result of the Plans failure to satisfy any other requirements of applicable tax laws. | |
9.04 | Controlling State Law . This Plan shall be construed in accordance with the laws of the State of Delaware. | |
9.05 | No Right to Employment . Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant of continued employment at any Textron Company. | |
9.06 | Additional Conditions Imposed . Textron, the Chief Executive Officer and the Chief Human Resources Officer, and the Benefits Committee may impose such other lawful terms and conditions on participation in this Plan as deemed desirable. The Chief Executive Officer, the Chief Human Resources Officer, and members of the Benefits Committee may participate in this Plan. |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 21 |
Introduction
|
1 | |||
|
||||
Article IDefinitions
|
2 | |||
|
||||
Article IIParticipation
|
4 | |||
|
||||
Article IIISupplemental Pension Benefits
|
4 | |||
|
||||
Article IVUnfunded Plan
|
4 | |||
|
||||
Article VPlan Administration
|
5 | |||
|
||||
Article VIMiscellaneous
|
6 |
Textron Spillover Pension Plan | Table of Contents (Appendix A) | |
Amended and Restated January 1, 2009 | Page i |
A. | Key Executive Plan | |
(As In Effect Before 2007) |
B. | Textron Spillover Pension Plan | |
(Effective January 1, 2007) |
C. | Key Executive Protected Benefits | |
(Earned and Vested Before 2005) |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 1 |
D. | Benefits Subject To Section 409A | |
(Earned or Vested From 2005 Through 2007) |
(a) | For years before 2006, except as provided in subsections (b) and (c), Compensation means base salary, accrued annual incentive compensation, performance units, and performance share units, whether or not deferred under the Deferred Income Plan for Textron Key Executives or the Textron Deferred Income Plan for Executives. For 2006, Compensation shall be determined as provided in the preceding sentence, modified |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 2 |
(b) | For any Key Executive who is first awarded performance share units after October 26, 1999, performance share units shall not be included in Compensation. | ||
(c) | For Key Executives who are members of the Textron Pension Plan for Cessna Employees (Addendum F to the Textron Master Retirement Plan), Compensation means Final Average Monthly Salary as defined in that plan. Final Average Monthly Salary shall include incentive compensation paid by Textron and shall exclude long-term incentive compensation and shall be calculated without regard to Statutory Limits or deferrals. | ||
(d) | Compensation does not include any award under the Textron Quality Management Plan or the Supplemental Bonus Plan for Textron Financial Corporation Executives. |
1.04 | Deferral Plans means the Textron Deferred Income Plan for Textron Key Executives and the Textron Deferred Income Plan for Executives, as amended and restated from time to time. | |
1.05 | ERISA means the Employee Retirement Income Security Act of 1974, as amended. | |
1.06 | Key Executive means an employee of a Textron Company who has been and continues to be designated as a Key Executive under the Plan by Textrons Chief Executive Officer and Chief Human Resources Officer. | |
1.07 | Participant means a Key Executive who is participating in this Plan pursuant to Article II and, unless the context clearly indicates to the contrary, a former Participant who is entitled to benefits under this Plan. | |
1.08 | Pension Plan means the Bell Helicopter Textron Retirement Plan, the Textron Pension Plan for Cessna Employees, the Textron Master Retirement Plan, or an Included Plan that is a defined benefit plan. | |
1.09 | Plan means this Supplemental Benefits Plan for Textron Key Executives, as amended and restated from time to time. | |
1.10 | Statutory Limit means any limit on benefits under, or annual additions to, qualified plans imposed by Section 401(a)(17) or 415 of the Internal Revenue Codes of 1954 or 1986, as amended from time to time. |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 3 |
1.11 | Textron means Textron Inc., a Delaware corporation, and any successor of Textron Inc. | |
1.12 | Textron Company means Textron or any company controlled by or under common control with Textron. |
2.01 | A Key Executive shall participate in this Plan if her benefits under a Pension Plan are limited by one or more Statutory Limits. In addition, a Key Executive shall participate in this Plan if her receipt of any compensation is deferred under the Deferral Plans. |
3.01 | Textron shall pay on account of each Participant who begins to receive payments under one or more of the Pension Plans the amount, if any, by which (1) the normal, early or vested retirement pension that would have been payable on the Participants account under the Pension Plans, using Compensation as defined in this Plan, exceeds (2) the normal, early or vested retirement pension calculated under the Pension Plans on the Participants account. | |
3.02 | Textron shall pay to the beneficiary designated by the Participant under each Pension Plan the amount, if any, by which (1) the death benefit that would have been payable under that Pension Plan on the Participants account using Compensation as defined in this Plan exceeds (2) the death benefit which is actually payable under that Pension Plan on the Participants account. For the purposes of this Section, the term death benefit shall include any period certain death benefit and any surviving spouse benefit provided by a Textron Company at its sole cost through a Pension Plan. | |
3.03 | In the event Textron transfers the liability of a Pension Plan on account of a Participant to another qualified plan, the supplemental pension or death benefits under Sections 3.01 and 3.02, respectively, shall be determined as of such transfer, unless otherwise decided by Textron in its sole discretion. |
4.01 | Benefits to be provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds therefrom shall at all times remain the sole property of Textron and |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 4 |
4.02 | This Plan is intended in part to provide benefits for a select group of management employees who are highly compensated, within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and in part to be an excess benefit plan, pursuant to Section 3(36) of ERISA. | |
4.03 | No Participant shall be required or permitted to make contributions to this Plan. |
5.01 | Textron shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation. Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 5.05, any action by Textron shall be final, conclusive, and binding on each Participant and all persons claiming by, through or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan, and shall make all such determinations and interpretations in a nondiscriminatory manner. | |
5.02 |
(a) Except as provided in subsections (b) and (c), below, the payment of any benefit under
Article III shall be made at the same time, in the same manner, to the same persons and in the
same proportions, as is made the payment or distribution under the related Pension Plan, or
otherwise as determined by the Benefits Committee in its sole discretion. Textron may withhold
from benefits and accounts under this Plan, any taxes or other amounts required by law to be
withheld. Except as provided in subsection (b), below, no benefit shall be paid to any
Participant while employed by Textron.
|
(b) | Each benefit then computed under Article III shall become due and payable to the respective Participants and beneficiaries immediately upon a Change in Control as defined in Section 6.03. For purposes of Section 5.02, the present value of a benefit computed under Article III shall be based on the appropriate actuarial assumptions and factors set forth in the related Pension Plan and, if no interest rate assumption has been set forth for any purpose, an interest rate of six percent per year. | |
(c) | Effective for payments commencing on or after January 1, 2008, the Benefits Committee has exercised its discretion pursuant to subsection (a) to determine that no distribution under the Plan shall commence or be paid earlier than six months after the date of the Participants separation from |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 5 |
5.03 | Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron shall be entitled to rely upon all certifications made by an accountant selected by Textron. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | |
5.04 | Textron may require proof of death or total disability of any Participant, former Participant or beneficiary and evidence of the right of any person to receive any Plan benefit. | |
5.05 | Claims under this Plan shall be filed in writing with Textron, and shall be reviewed and resolved pursuant to the claims procedure in Section 7.05 of the Textron Spillover Pension Plan. |
6.01 | Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | |
6.02 | (a) Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, and (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant. |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 6 |
6.03 | Notwithstanding any Plan provision to the contrary, the Board or its designee shall have the right to amend, modify, suspend or terminate this Plan at any time by written ratification of such action; provided, however, that no amendment, modification, suspension or termination: |
(1) | shall reduce an amount payable under Article III of this Plan immediately before the effective date of the amendment, modification, suspension or termination; or | ||
(2) | shall be made to Section 5.02 or 6.03 following a Change in Control. |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 7 |
6.04 | This Plan shall be construed in accordance with the laws of the State of Delaware. | |
6.05 | Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant to be continued in employment as a Key Executive or other employee of any Textron Company. | |
6.06 | Textron, the Chief Executive Officer and the Chief Human Resources Officer, and the Benefits Committee may impose such other lawful terms and conditions on participation in this Plan as deemed desirable. The Chief Executive Officer, the Chief Human Resources Officer and members of the Benefits Committee may participate in this Plan. |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 8 |
Introduction
|
1 | |||
|
||||
Article IDefinitions
|
2 | |||
1.01 Average Compensation
|
2 | |||
1.02 Beneficiary
|
2 | |||
1.03 Benefits Committee
|
2 | |||
1.04 Board
|
2 | |||
1.05 Change in Control
|
2 | |||
1.05 Compensation
|
3 | |||
1.07 IRC
|
4 | |||
1.08 Key Executive
|
4 | |||
1.09 Normal Form of Benefit
|
4 | |||
1.10 Participant
|
4 | |||
1.11 Pension Plan
|
4 | |||
1.12 Plan
|
5 | |||
1.13 Separation From Service
|
5 | |||
1.14 Surviving Spouse
|
5 | |||
1.15 Textron
|
5 | |||
1.16 Textron Company
|
5 | |||
1.17 Total Disability
|
5 | |||
|
||||
Article IIBenefit
|
5 | |||
2.01 Target Benefit
|
5 | |||
2.02 Reductions in Target Benefit
|
5 | |||
2.03 Early Retirement Factors
|
6 | |||
2.04 Payment of Benefits
|
7 | |||
2.05 Pre-Pension Surviving Spouse Annuity
|
9 | |||
2.06 Administrative Adjustments in Payment Date
|
9 | |||
2.07 Distribution Upon Change in Control
|
9 | |||
|
||||
Article IIIUnfunded Plan
|
10 | |||
3.01 No Plan Assets
|
10 | |||
3.02 Top-Hat Plan Status
|
10 | |||
3.02 No Contributions
|
10 |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Table of Contents
Page i |
Article IVPlan Administration
|
10 | |||
4.01 Plan Administrators Powers
|
10 | |||
4.02 Tax Withholding
|
11 | |||
4.03 Use of Third Parties to Assist with Plan Administration
|
11 | |||
4.04 Proof of Right to Receive Benefits
|
11 | |||
4.05 Claims Procedure
|
11 | |||
4.06 Enforcement Following a Change in Control
|
13 | |||
|
||||
Article VAmendment and Termination
|
13 | |||
5.01 Amendment
|
13 | |||
5.02 Termination
|
13 | |||
5.03 Distributions Upon Plan Termination
|
14 | |||
|
||||
Article VIMiscellaneous
|
14 | |||
6.01 Use of Masculine or Feminine Pronouns
|
14 | |||
6.02 Transferability of Plan Benefits
|
14 | |||
6.03 Section 409A Compliance
|
15 | |||
6.04 Controlling State Law
|
15 | |||
6.05 No Right to Employment
|
15 | |||
6.06 Additional Conditions Imposed
|
15 |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Table of Contents
Page ii |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 1 |
1.01 | Average Compensation means the average of a Participants Compensation during the five consecutive years in which the Compensation is highest, determined using the same averaging methodology that is used to determine Compensation Base in Addendum A of the Textron Master Retirement Plan. | |
1.02 | Beneficiary means the person who is entitled under this Plan to receive a payment that would have been made to a Participant or Surviving Spouse during his or her lifetime, if the Participant or Surviving Spouse dies before the payment is made. | |
1.03 | Benefits Committee means the Employee Benefits Committee of Textron. | |
1.04 | Board means the Board of Directors of Textron. | |
1.05 | Change in Control means, for any Participant who was not an employee of a Textron Company on December 31, 2007: |
(a) | any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Act) and of IRC Section 409A) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially similar proportions as their ownership of Textron common stock |
(1) | becomes (other than by acquisition from Textron or a related company) the beneficial owner (as defined in Rule 13d-3 under the Act) of stock of Textron that, together with other stock held by such person or group, possesses more than 50% of the combined voting power of Textrons then-outstanding voting stock, or | ||
(2) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) beneficial ownership of stock of Textron possessing more than 30% of the combined voting power of Textrons then-outstanding stock, or |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 2 |
(3) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) all or substantially all of the total gross fair market value of all of the assets of Textron immediately prior to such acquisition or acquisitions (where gross fair market value is determined without regard to any associated liabilities); or |
(b) | a merger or consolidation of Textron with any other corporation occurs, other than a merger or consolidation that would result in the voting securities of Textron outstanding immediately before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or | ||
(c) | during any 12-month period, a majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of their appointment or election. |
1.06 | Compensation means a Participants annual compensation determined as follows: |
(a) | For years after 2006, Compensation means eligible annual compensation as defined under the current benefit formula in the tax-qualified Pension Plan that covers the Participant, without regard to the statutory limits in IRC Section 401(a)(17) and IRC Section 415, subject to the modifications described in this Section 1.06(a). For any executive who was first |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 3 |
awarded performance share units before October 27, 1999, Compensation shall include payments made under performance share units (regardless of when the units are awarded); but Compensation shall not include amounts attributable to performance share units for any executive who was first awarded performance share units after October 26, 1999. Compensation shall include a Participants elective deferrals under the Deferred Income Plan for Textron Key Executives, the Textron Deferred Income Plan for Executives, and the Deferred Income Plan for Textron Executives (and, if applicable, shall also include the automatic deferral of a Participants performance share units or annual incentive bonus exceeding 100% of the target bonus), but only to the extent that these amounts would have been included in Compensation if they had not been deferred. | |||
(b) | For any individual who participated in the Plan before 2007, Compensation for each year before 2007 shall be determined under Section 1.04 of Appendix A. | ||
(c) | If a year before 2007 is included in the Participants Compensation Base under the Plan, and the Participant did not participate in the Plan before 2007, Compensation for that year shall be determined as provided in Section 1.06(a), above. |
1.07 | IRC means the Internal Revenue Code of 1986, as amended. References to any section of the Internal Revenue Code shall include any final regulations interpreting that section. | |
1.08 | Key Executive means an employee of a Textron Company who has been and continues to be designated as a Key Executive by Textrons Chief Executive Officer and Chief Human Resources Officer. | |
1.09 | Normal Form of Benefit means (a) a single life annuity for the life of the Participant, in the case of a Key Executive who became a Participant on or after July 23, 1998, and (b) a joint and 50% survivor annuity, in the case of a Key Executive who became a Participant before July 23, 1998. | |
1.10 | Participant means a Key Executive selected by Textrons Chief Executive Officer (or, in the case of the Chief Executive Officer, selected by the Organization and Compensation Committee of the Board) for participation in this Plan. | |
1.11 | Pension Plan means a tax-qualified or nonqualified defined benefit plan maintained by a Textron Company (including any predecessor plans, but excluding this Plan) in which the Key Executive has participated. Pension Plan includes, but is not limited to, the Bell Helicopter Textron Retirement Plan (part of the Bell Helicopter Textron Master Retirement Plan), the Textron Pension Plan |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 4 |
(Addendum A to the Textron Master Retirement Plan), and the Textron Spillover Pension Plan. | ||
1.12 | Plan means this Supplemental Retirement Plan for Textron Key Executives, as amended and restated from time to time. | |
1.13 | Separation From Service means a Participants termination of employment with all Textron Companies, other than by reason of death or Total Disability, that qualifies as a separation from service for purposes of IRC Section 409A. | |
1.14 | Surviving Spouse means the person to whom a Participant is married (in a marriage recognized under federal law) on the day of the Participants death while active or on the dates of the Participants retirement and death. | |
1.15 | Textron means Textron Inc., a Delaware corporation, and any successor of Textron Inc. | |
1.16 | Textron Company means Textron or any company controlled by or under common control with Textron within the meaning of IRC Section 414(b) or (c). | |
1.17 | Total Disability means physical or mental incapacity of a Participant who is employed by a Textron Company on the disability date, if the incapacity (a) enables the Participant to receive disability benefits under the Federal Social Security Act, and (b) also qualifies as a disability for purposes of IRC Section 409A(a)(2)(C). |
2.01 | Target Benefit . Subject to Sections 2.02 and 2.03, the maximum benefit provided to a Participant who qualifies for benefits under this Plan is an annuity commencing upon Separation From Service or Total Disability equal to 50% of Average Compensation (the Target Benefit) less the offsets and adjusted by the Early Retirement Factors as set out below. | |
2.02 | Reductions in Target Benefit . |
(a) | Prior Employers Plans . The Target Benefit shall be reduced by the monthly amount of any tax-qualified or nonqualified defined benefit payable to the Participant as a single life annuity at age 65 from a plan or arrangement sponsored by a prior employer other than a Textron Company. The monthly benefit payable under a prior employer plan shall be converted, if necessary, to a single life annuity commencing at age 65, using the actuarial assumptions or factors specified in the prior employer plan (or, if no conversion basis is available from the prior employer, using comparable actuarial assumptions or factors from Addendum A of the |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 5 |
Textron Master Retirement Plan). It shall be the obligation of each Participant to disclose to Textron, before the Participants Separation From Service, any amounts that might be used under this section to reduce the benefits provided by this Plan. Such disclosure shall include information on annuity payments and lump-sum cash payments from other plans. | |||
(b) | Early Retirement Factors . The net Target Benefit after reduction for benefits provided under any prior employer plans shall then be multiplied by the Early Retirement Factor as set out in Section 2.03 below. | ||
(c) | Pension Plans . The product of the net Target Benefit times the Early Retirement Factor shall then be reduced by any and all amounts payable to the Participant upon Separation From Service or Total Disability under any qualified or nonqualified Pension Plan. For purposes of the preceding sentence, the calculation shall be performed assuming that all benefits under this Plan and under any qualified or nonqualified Pension Plan commence on the first day of the month following the Participants Separation From Service or Total Disability, even if the commencement of the benefit is delayed by the Participants election or by the terms of the plan. The reduction shall be based on a benefit under each Pension Plan that is payable in the same form as the Participants Normal Form of benefit under this Plan; and the benefit under each Pension Plan shall be converted to that form and, if applicable, reduced for early commencement based on the actuarial assumptions and factors used in the Pension Plan. In the case of any Pension Plan that is part of the Textron Retirement Program, which is a tax-qualified floor-offset arrangement, the reduction in the net Target Benefit under this Plan shall be determined without taking into account any offset in the Pension Plan benefit for the value of the Participants account under the Textron Inc. Retirement Account Plan. |
2.03 | Early Retirement Factors . The Participants benefits under this Plan shall be based on the Participants age at Separation From Service, Total Disability, or death, in accordance with the following schedule: |
Early Retirement | ||
Age at Retirement | Factors | |
65 | 100% | |
64 | 90% | |
63 | 80% | |
62 | 70% | |
61 | 60% | |
60 | 50% | |
Less Than 60 | 0% |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 6 |
The Organization and Compensation Committee of the Board shall, in its sole discretion, have the authority to provide a Participant with an enhanced benefit pursuant to a separate written agreement. | ||
2.04 | Payment of Benefits . |
(a) | Benefit Commencement Date . Any benefit to which a Participant is entitled under the Plan shall be paid in the Normal Form of Benefit, or in an actuarially equivalent life annuity elected by the Participant pursuant to subsection (e), below. The Participants benefit shall be calculated as if it commenced on the first day of the month following the Participants Separation From Service or Total Disability. | ||
(b) | Six-Month Delay . In the case of a benefit payable upon Separation From Service, the benefit shall commence on the first day of the seventh month following the Participants Separation From Service, and any monthly payments that would have been due during the intervening six months shall be paid in a lump sum, without interest, on the first day of the seventh month after the Participants Separation From Service. The Participant may designate a Beneficiary to receive the payments for the months before the Participants death in the event of the Participants death after Separation From Service and before the expiration of the six-month delay. | ||
(c) | Disability Benefits . In the case of a benefit payable upon Total Disability, the benefit shall commence on the first day of the month following the later of the Participants Total Disability or attainment of age 65. | ||
(d) | Form of Payment . Any form of benefit payable other than the Normal Form of Benefit shall be the actuarial equivalent of the Normal Form of Benefit, calculated using the actuarial assumptions and factors in the Textron Master Retirement Plan. For any individual who becomes a Participant after July 23, 1998, benefit payments under the Plan will be reduced if the Participant elects a 50%, 75%, or 100% joint and survivor benefit or joint and surviving spouse benefit. The joint and survivor factors are the same factors provided by Addendum A of the Textron Master Retirement Plan. | ||
(e) | Payment Election . A Participant who wishes to elect a form of payment other than the Normal Form of Benefit must complete and return a written distribution election form acceptable to the Benefits Committee before the Participants Separation From Service or Total Disability. Subject to the |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 7 |
spousal consent requirement in subsection (f), below, the Participant may elect any actuarially equivalent life annuity (within the meaning of IRC Section 409A) that is available under Addendum A of the Textron Master Retirement Plan at the Participants benefit commencement date under this Plan, regardless of whether the Participant participates in Addendum A or elects the same form of payment under Addendum A. | |||
(f) | Spousal Consent . For any individual who becomes a Participant after July 23, 1998, if the Participant is married when he or she makes a distribution election (including a change in a prior distribution election), the Participant must have the written consent of his or her spouse in order to elect any form of payment other than a joint and 50% surviving spouse annuity. If the Participant marries or re-marries after the date of the distribution election, the Participant shall automatically receive an actuarially equivalent joint and 50% surviving spouse annuity unless his or her current spouse consents in writing to a different form of distribution. | ||
(g) | Spillover Pension Plan . |
(i) | If a Participant in this Plan is entitled to receive a retirement benefit or pre-pension surviving spouse annuity under the Textron Spillover Pension Plan or any other nonqualified Pension Plan that would be subtracted from the Participants benefit under Section 2.02(c) of this Plan, the amount of the benefit shall be calculated under the Textron Spillover Pension Plan (or other nonqualified Pension Plan), but the benefit shall be paid exclusively at the time and in the form provided under this Plan, as if the other plans benefit were part of the Participants benefit under this Plan. The preceding sentence shall apply even if the Participant is not otherwise eligible to receive any retirement benefit or pre-pension surviving spouse annuity under this Plan (for example, because he retired before his benefit under this Plan vested or because his benefit under this Plan is fully offset by his Pension Plan benefits). | ||
(ii) | If a Participants Separation From Service, Total Disability, or death occurs before the earliest date on which he would be entitled to a benefit under this Plan, his retirement benefit under the Textron Spillover Pension Plan or other nonqualified Pension Plan shall commence on the Participants earliest retirement date under this Plan, as if he had retired on that date. In the case of a Separation From Service, the retirement benefit under the Textron Spillover Pension Plan or other nonqualified Pension Plan shall be subject to the six-month delay in subsection (b). The retirement benefit under the Textron Spillover Pension Plan or other nonqualified Pension Plan shall be actuarially adjusted, using the |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 8 |
actuarial assumptions and factors in the other plan, to reflect the actual commencement date under this Plan. | |||
(iii) | If a Participant is entitled to a death benefit or other benefit under the Textron Spillover Pension Plan or other nonqualified Pension Plan that is not provided under this Plan and that would not in any circumstance be subtracted from the Participants benefit under Section 2.02(c) of this Plan, the benefit shall be paid as provided in the Textron Spillover Pension Plan or other nonqualified Pension Plan. |
2.05 | Pre-Pension Surviving Spouse Annuity . If a Participant dies after age 60 and prior to benefit commencement under this Plan, the Participants Surviving Spouse will receive an annuity equal to the amount the spouse would have received if the Participant had requested a joint and 50% surviving spouse annuity and had retired the day before he died. The pre-pension surviving spouse annuity payable under this section shall commence on the first business day of the first month that begins at least 90 days after the Participants death. | |
2.06 | Administrative Adjustments in Payment Date . A payment is treated as being made on the date when it is due under the Plan if the payment is made on the due date specified by the Plan, or on a later date that is either (a) in the same calendar year (for a payment whose specified due date is on or before September 30), or (b) by the 15th day of the third calendar month following the date specified by the Plan (for a payment whose specified due date is on or after October 1). A payment also is treated as being made on the date when it is due under the Plan if the payment is made not more than 30 days before the due date specified by the Plan, provided that the payment is not made earlier than six months after the Participants Separation From Service. A Participant may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this Section 2.06. | |
2.07 | Distribution Upon Change in Control . |
(a) | Benefit Enhancement . If the Participants Separation From Service, Total Disability, or death occurs after a Change in Control, the Participant shall, in lieu of the benefit payable under the preceding sections of this Article II, receive a benefit equal to the actuarial present value at Separation From Service, Total Disability, or death of the benefit the Participant would have received had the Participant terminated employment at age 65, based upon the Participants Average Compensation as of the date of Separation From Service, Total Disability, or death. The present value shall be determined using the 1994 Group Annuity Reserving Table (unisex) based on a blend of 50% of the male mortality rates and 50% of the female mortality rates and an interest rate of 7%. Any pre-pension surviving |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 9 |
spouse annuity or pre-pension survivor annuity payable upon the Participants death after a Change in Control shall be based on the Participants enhanced benefit calculated under this subsection. | |||
(b) | Distribution . If the Participants Separation From Service, Total Disability, or death occurs within 24 months after the Change in Control, and if the Change in Control also qualifies as a change in control under IRC Section 409A, the enhanced benefit shall be paid in a lump sum. If the Participants Separation From Service, Total Disability, or death occurs more than 24 months after the Change in Control, or if the Change in Control does not qualify as a change in control under IRC Section 409A, the enhanced benefit shall be paid in the Normal Form or as an actuarially equivalent life annuity elected by the Participant. In either case, the enhanced benefit shall commence (or, in the case of a lump sum, shall be paid) on the applicable benefit commencement date specified in Section 2.04 or Section 2.05. |
3.01 | No Plan Assets . Benefits to be provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds therefrom shall at all times remain the sole property of Textron and neither the Participants whose lives are insured nor their Surviving Spouses or Beneficiaries shall have any ownership rights in such policies of insurance. | |
3.02 | Top-Hat Plan Status . The Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA). | |
3.03 | No Contributions . No Participant shall be required or permitted to make contributions to this Plan. |
4.01 | Plan Administrators Powers . Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 4.05, any actions by Textron shall be final, |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 10 |
conclusive and binding on each Participant and all persons claiming by, through or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan. The Organization and Compensation Committee of the Board shall render all decisions under this Plan (including participation, Plan benefits, and benefit distributions) affecting Textrons Chief Executive Officer. | ||
4.02 | Tax Withholding . Textron may withhold from benefits paid under this Plan any taxes or other amounts required by law to be withheld. Textron may deduct from the undistributed portion of a Participants benefit any employment tax that Textron reasonably determines to be due with respect to the benefit under the Federal Insurance Contributions Act (FICA), and an amount sufficient to pay the income tax withholding related to such FICA tax. Alternatively, Textron may require the Participant or Beneficiary to remit to Textron or its designee an amount sufficient to satisfy any applicable federal, state, and local income and employment tax with respect to the Participants benefit. The Participant or Beneficiary shall remain responsible at all times for paying any federal, state, or local income or employment tax with respect to any benefit under this Plan. In no event shall Textron or any employee or agent of Textron be liable for any interest or penalty that a Participant or Beneficiary incurs by failing to make timely payments of tax. | |
4.03 | Use of Third Parties to Assist with Plan Administration . Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | |
4.04 | Proof of Right to Receive Benefits . Textron may require proof of death or Total Disability of any Participant, former Participant, Surviving Spouse, or Beneficiary and evidence of the right of any person to receive any Plan benefit. | |
4.05 | Claims Procedure . A Participant, Surviving Spouse, or Beneficiary who believes that he is being denied a benefit to which he is entitled under the Plan (referred to in this Section 4.05 as a Claimant) may file a written request with the Benefits Committee setting forth the claim. The Benefits Committee (or the Organization and Compensation Committee of the Board, in the case of a claim involving |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 11 |
(a) | Time for Response . Upon receipt of a claim, the Committee shall advise the Claimant that a response will be forthcoming within 90 days. The Committee may, however, extend the response period for up to an additional 90 days for reasonable cause, and shall notify the Claimant of the reason for the extension and the expected response date. The Committee shall respond to the claim within the specified period. | ||
(b) | Denial . If the claim is denied in whole or part, the Committee shall provide the Claimant with a written decision, using language calculated to be understood by the Claimant, setting forth (1) the specific reason or reasons for such denial; (2) the specific reference to relevant provisions of this Plan on which such denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (4) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; (5) the time limits for requesting a review of the claim; and (6) the Claimants right to bring an action for benefits under Section 502(a) of ERISA. | ||
(c) | Request for Review . Within 60 days after the Claimants receipt of the written decision denying the claim in whole or in part, the Claimant may request in writing that the Committee review the determination. The Claimant or his duly authorized representative may, but need not, review the relevant documents and submit issues and comment in writing for consideration by the Committee. If the Claimant does not request a review of the initial determination within such 60-day period, the Claimant shall be barred from challenging the determination. | ||
(d) | Review of Initial Determination . Within 60 days after the Committee receives a request for review, it will review the initial determination. If special circumstances require that the 60-day time period be extended, the Committee will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review. | ||
(e) | Decision on Review . All decisions on review shall be final and binding with respect to all concerned parties. The decision on review shall set forth, in a manner calculated to be understood by the Claimant, (1) the specific reasons for the decision, shall including references to the relevant Plan provisions upon which the decision is based; (2) the Claimants right to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information, relevant to his |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 12 |
benefits; and (3) the Claimants right to bring a civil action under Section 502(a) of ERISA. |
4.06 | Enforcement Following a Change in Control . If, after a Change in Control, any claim is made or any litigation is brought by a Participant, Surviving Spouse, or Beneficiary to enforce or interpret any provision contained in this Plan, Textron and the person or group described in Section 1.05 shall be liable, jointly and severally, to reimburse the Participant, Surviving Spouse, or Beneficiary for the Participants, Surviving Spouses, or Beneficiarys reasonable attorneys fees and costs incurred during the Participants, Surviving Spouses, or Beneficiarys lifetime in pursuing any such claim or litigation, and to pay prejudgment interest at the Prime Rate as quoted in the Money Rates section of The Wall Street Journal on any money award or judgment obtained by the Participant, Surviving Spouse, or Beneficiary, payable at the same time as the underlying award or judgment. Any reimbursement pursuant to the preceding sentence shall be paid to the Participant no earlier than six months after the Participants Separation From Service, and shall be paid to the Participant, Surviving Spouse, or Beneficiary no later than the end of the calendar year following the year in which the expense was incurred. The reimbursement shall not be subject to liquidation or exchange for another benefit, and the amount of reimbursable expense incurred in one year shall not affect the amount of reimbursement available in another year. |
5.01 | Amendment . Subject to subsections (a) and (b), below, the Board or its designee shall have the right to amend, modify, or suspend this Plan at any time by written resolution or other formal action reflected in writing. |
(a) | No amendment, modification, or suspension shall reduce a Participants accrued benefit as determined under Article II immediately before the effective date of the amendment, modification, or suspension. | ||
(b) | Following a Change in Control, no amendment, modification, or suspension shall be made that directly or indirectly reduces any right or benefit provided upon a Change in Control. |
An amendment to a Pension Plan that affects the benefits provided under this Plan shall not be deemed to be an amendment to this Plan, and shall not be subject to the restrictions in subsections (a) and (b), provided that the amendment to the Pension Plan applies to a broad cross-section of participants in the Pension Plan, and not only or primarily to Participants in this Plan. | ||
5.02 | Termination . The Board or its designee shall have the right to terminate this Plan at any time before a Change in Control by written resolution. No termination of |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
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the Plan shall reduce a Participants accrued benefit as determined under Article II immediately before the effective date of the termination. | ||
5.03 | Distributions Upon Plan Termination . Upon the termination of the Plan by the Board with respect to all Participants, and termination of all arrangements sponsored by any Textron Company that would be aggregated with the Plan under IRC Section 409A, Textron shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay the Participants vested benefit in a lump sum, to the extent permitted under IRC Section 409A. All payments that may be made pursuant to this Section 5.03 shall be made no earlier than the thirteenth month and no later than the twenty-fourth month after the termination of the Plan. Textron may not accelerate payments pursuant to this Section 5.03 if the termination of the Plan is proximate to a downturn in Textrons financial health. If Textron exercises its discretion to accelerate payments under this Section 5.03, it shall not adopt any new arrangement that would have been aggregated with the Plan under IRC Section 409A within three years following the date of the Plans termination. |
6.01 | Use of Masculine or Feminine Pronouns . Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | |
6.02 | Transferability of Plan Benefits . |
(a) | Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) of the Code if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, and (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant. | ||
(b) | Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind to the extent that the assignment or other action would cause the amount to be included in the Participants gross income or treated as a |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 14 |
distribution for federal income tax purposes. A Participant may, with the written approval of the Benefits Committee, make an assignment of a benefit for estate planning or similar purposes if the assignment does not cause the amount to be included in the Participants gross income or treated as a distribution for federal income tax purposes. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved. Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant, Surviving Spouse, or Beneficiary. |
6.03 | Section 409A Compliance . The Plan is intended to comply with IRC Section 409A and should be interpreted accordingly. Any distribution election that would not comply with IRC Section 409A is not effective. To the extent that a provision of this Plan does not comply with IRC Section 409A, such provision shall be void and without effect. Textron does not warrant that the Plan will comply with IRC Section 409A with respect to any Participant or with respect to any payment, however. In no event shall any Textron Company; any director, officer, or employee of a Textron Company (other than the Participant); or any member of the Benefits Committee be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of the Plans failure to satisfy the requirements of IRC Section 409A, or as a result of the Plans failure to satisfy any other requirements of applicable tax laws. | |
6.04 | Controlling State Law . This Plan shall be construed in accordance with the laws of the State of Delaware. | |
6.05 | No Right to Employment . Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant of continued employment at any Textron Company. | |
6.06 | Additional Conditions Imposed . Textron (through the Organization and Compensation Committee of the Board), the Chief Executive Officer and the Chief Human Resources Officer, and the Benefits Committee may impose such other lawful terms and conditions on participation in this Plan as deemed desirable. The Chief Executive Officer, the Chief Human Resources Officer, and members of the Benefits Committee may participate in this Plan. |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Page 15 |
Introduction
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2 | |||
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Article IDefinitions
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3 | |||
1.01 Beneficiary
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3 | |||
1.02 Benefits Committee
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3 | |||
1.03 Board
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3 | |||
1.04 Compensation
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3 | |||
1.05 Key Executive
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3 | |||
1.06 Normal Form of Benefit
|
3 | |||
1.07 Participant
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3 | |||
1.08 Pension Plan
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3 | |||
1.09 Plan
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3 | |||
1.10 Surviving Spouse
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4 | |||
1.11 Textron
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4 | |||
1.12 Textron Company
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4 | |||
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Article IIBenefit
|
4 | |||
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Article IIIUnfunded Plan
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5 | |||
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Article IVPlan Administration
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6 | |||
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Article VMiscellaneous
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7 |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Table of Contents (Appendix A)
Page i |
A. |
Key Executive Protected Benefits
(Earned and Vested Before 2005) |
B. |
Benefits Subject To Section 409A
(Earned or Vested From 2005 Through 2007) |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Appendix A
Page 2 |
1.01 | Beneficiary means the person or persons entitled under this Plan to receive Plan benefits after a Participants death. | |
1.02 | Benefits Committee means the Employee Benefits Committee of Textron. | |
1.03 | Board means the Board of Directors of Textron. | |
1.04 | Compensation means base salary, accrued annual incentive compensation, performance units, and performance share units, whether or not deferred under the Deferred Income Plan for Textron Key Executives or Textron Deferred Income Plan for Executives. However, for any Key Executive who is first awarded performance share units after October 26, 1999, performance share units shall not be included in Compensation. Compensation does not include awards under the Supplemental Bonus Plan for Textron Financial Corporation Executives or the Textron Quality Management Plan. Average Compensation means the average of a Participants Compensation during the five consecutive years in which the Compensation is highest. | |
1.05 | Key Executive means an employee of a Textron Company who has been and continues to be designated as a Key Executive by Textrons Chief Executive Officer and Chief Human Resources Officer. | |
1.06 | Normal Form of Benefit means a life annuity unless the Participant was designated a Participant in this Plan prior to July 23, 1998, in which case the Normal Form of Benefit shall be a Joint and 50% Survivor annuity. | |
1.07 | Participant means a Key Executive selected by Textrons Chief Executive Officer for participation in this Plan. | |
1.08 | Pension Plan means the Bell Helicopter Textron Retirement Plan, the Textron Master Retirement Plan, or an included plan. | |
1.09 | Plan means this Restated Supplemental Retirement Plan for Textron Key Executives, as amended and restated from time to time. |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Appendix A
Page 3 |
1.10 | Surviving Spouse means a Participants spouse who is married to the Participant on the day of the Participants death while active or on the dates of the Participants retirement and death. | |
1.11 | Textron means Textron Inc., a Delaware corporation, and any successor of Textron Inc. | |
1.12 | Textron Company means Textron or any company controlled by or under common control with Textron. |
2.01 | Subject to Sections 2.02 and 2.03, the maximum benefit provided to Participants who qualify for benefits under this Plan is an annuity commencing upon retirement equal to 50% of Average Compensation (the Target Benefit) less the offsets and adjusted by the Early Retirement Factors as set out below. | |
2.02 | The Target Benefit shall be reduced by any nonqualified or qualified pension plan benefits payable at age 65 from a prior employer other than a Textron employer. The reduction for any prior employer plans shall be the actuarial equivalent of a life annuity. The net Target Benefit after reduction for any prior employer plans shall then be multiplied by the Early Retirement Factor as set out in Section 2.03 below. The product of the net Target Benefit times the Early Retirement Factor shall then be reduced by any and all amounts payable to the Participant at the time of retirement under any qualified or nonqualified Pension Plan. The reduction for all Pension Plans shall be a Normal Form of Benefit based on the tables in the Pension Plan. It shall be the obligation of each Participant to disclose to Textron any amounts that might be used under this section to reduce the benefits provided by this Plan. Such disclosure shall include information on annuity payments and lump-sum cash payments from other plans. |
2.03 | The Participants benefits under this Plan shall be based on the Participants age at retirement (including death or disability) in accordance with the following schedule: |
Early Retirement | ||
Age at Retirement | Factors | |
65 | 100% | |
64 | 90 | |
63 | 80 | |
62 | 70 | |
61 | 60 | |
60 | 50 | |
Less Than 60 | 0 |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Appendix A
Page 4 |
The Organization and Compensation Committee of the Board shall, in its sole discretion, have the authority to provide a Participant with an enhanced benefit. | ||
2.04 | The Normal Form of Benefit shall be a life annuity unless the Participant was designated a Participant in this Plan prior to July 23, 1998, in which case the Normal Form of Benefit shall be a Joint and 50% Survivor annuity. The payment of any benefit under Section 2.01 shall be paid in the Normal Form of Benefit or otherwise as determined by Textrons Chief Executive Officer in his sole discretion after considering any form of payment requested by the Participant, Surviving Spouse, or other Beneficiary entitled to receive the benefits. Any form of benefit payable other than the Normal Form shall be the actuarial equivalent of the Normal Form using the factors in the Textron Master Retirement Plan. For any individual who becomes a Participant after July 23, 1998, their benefit payments will be reduced if they elect a 50% or a 100% Joint and Survivor Benefit. The Joint and Survivor factors are the same factors provided by the Textron Master Retirement Plan. | |
2.05 | If a Participant dies after age 60 and prior to benefit commencement under this Plan, the Participants Surviving Spouse will receive an annuity equal to the amount the Spouse would have received assuming the Participant had requested a Joint and 50% Survivor annuity and retired the day before he died. |
3.01 | Benefits to be provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds therefrom shall at all times remain the sole property of Textron and neither the Participants whose lives are insured nor their Beneficiaries shall have any ownership rights in such policies of insurance. | |
3.02 | The Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA). | |
3.03 | No Participant shall be required or permitted to make contributions to this Plan. |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Appendix A
Page 5 |
4.01 | (a) Textron shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation. Textron shall have all such powers as may be necessary to carry out the respective provisions hereof. Textron may from time to time establish rules of the administration of this Plan and the transaction of its business. Subject to Section 4.03, any action by Textron shall be final, conclusive, and binding on each Participant and all persons claiming by, through, or under any Participant. | |
(b) Notwithstanding any provision in this Plan to the contrary, the Organization and Compensation Committee of the Board shall render all decisions under this Plan (including participation, Plan benefits, and benefit distributions) affecting Textrons Chief Executive Officer. | ||
(c) Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan, and shall make all such determinations and interpretations in a nondiscriminatory manner. | ||
(d) Notwithstanding any provision to the contrary, no benefit shall be paid to any Participant while employed by Textron. | ||
4.02 | Textron may employ or engage such agents, accountants, actuaries, counsel, other experts, and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron shall be entitled to rely upon all certifications made by an accountant selected by Textron. Textron and its committees, officers, directors, and employees shall not be liable for any action taken, suffered, or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel, or other expert. All action so taken, suffered, or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | |
4.03 | Textron may require proof of death or total disability of any Participant, former Participant or beneficiary and evidence of the right of any person to receive any Plan benefit. | |
4.04 | Claims under this Plan shall be filed in writing with Textron, and shall be reviewed and resolved pursuant to the claims procedure in Section 4.05 of the Supplemental Retirement Plan for Textron Key Executives. | |
4.05 | Textron shall withhold from benefits paid under this Plan any taxes or other amounts required to be withheld by law. |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Appendix A
Page 6 |
5.01 | Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | |
5.02 | (a) Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) of the Code if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, and (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant. | |
(b) Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind to the extent that the assignment or other action would cause the amount to be included in the Participants gross income or treated as a distribution for federal income tax purposes. A Participant may, with the written approval of the Benefits Committee, make an assignment of a benefit for estate planning or similar purposes if the assignment does not cause the amount to be included in the Participants gross income or treated as a distribution for federal income tax purposes. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved. Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant, Surviving Spouse, or Beneficiary. | ||
5.03 | Notwithstanding any Plan provision to the contrary, the Board or its designee shall have the right to amend, modify, suspend, or terminate this Plan at any time by written notification of such action; provided, however, that no amendment, modification, suspension, or termination: |
(a) | Shall reduce an amount payable under Article II before the effective date of the amendment, modification, suspension or termination; or | ||
(b) | Shall be made to Section 5.04 following a Change in Control. |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Appendix A
Page 7 |
5.04 | If after a Change in Control any claim is made or any litigation is brought by a Participant or beneficiary to enforce or interpret any provision contained in this Plan, Textron and the person or group described in the next following sentence shall be liable, jointly and severally, to indemnify the Participant or beneficiary for the Participants or beneficiarys reasonable attorneys fees and disbursements incurred in any such claim or litigation and for prejudgment interest at the Bankers Trust Company prime interest rate on any money award or judgment obtained by the Participant or beneficiary. In the event that the Participant retires or his employment otherwise terminates at any time after a Change in Control as defined below, the Participant shall, in lieu of the benefit payable under Article II, receive a benefit equal to the actuarial present value at termination of the benefit the Participant would have received had the Participant terminated employment at age 65, based upon the Participants Average Compensation as of the date of her termination. If the Participant terminates within 24 months after the Change in Control, such benefit shall be paid in a lump sum. If the Participant terminates more than 24 months after the Change in Control, then the Participant shall be paid in an annuity. The Benefits Committee shall select the discount rate and mortality table to be used in determining the actuarial present values. | |
For purposes of this Plan, a Change in Control shall occur if (i) any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Act)) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially the same proportions as their ownership of Textron common stock, is or becomes (other than by acquisition from Textron or a related company) the beneficial owner (as defined in Rule 13d-3 under the Act) of more than 30% of the then outstanding voting stock of Textron, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or whose nomination for election by Textrons stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof, or (iii) stockholders of Textron approve a merger or consolidation of Textron with any other corporation, other than a merger or consolidation which would result in the voting securities of Textron outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of Textron approve a plan of complete liquidation of Textron or an agreement for the sale or disposition by Textron of all or substantially all of Textrons assets. |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Appendix A
Page 8 |
5.05 | This Plan shall be construed in accordance with the laws of the State of Delaware. | |
5.06 | Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant to be continued in any capacity with, or as an employee of, any Textron Company. |
Supplemental Retirement Plan for Textron Key Executives
Amended and Restated January 1, 2009 |
Appendix A
Page 9 |
Introduction
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1 | |||
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Article I Definitions
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2 | |||
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1.01 Account
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2 | |||
1.02 Beneficiary
|
2 | |||
1.03 Benefits Committee
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2 | |||
1.04 Board
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2 | |||
1.05 Change in Control
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2 | |||
1.06 Deferred Income
|
3 | |||
1.07 Eligible Individual
|
4 | |||
1.08 Executive Plan
|
4 | |||
1.09 Interest
|
4 | |||
1.10 IRC
|
4 | |||
1.11 Key Executive Plan
|
4 | |||
1.12 Participant
|
4 | |||
1.13 Plan
|
4 | |||
1.14 Schedule A Participant
|
4 | |||
1.15 Schedule B Participant
|
4 | |||
1.16 Separation From Service
|
5 | |||
1.17 Textron
|
5 | |||
1.18 Textron Company
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5 |
Deferred Income Plan for Textron Executives
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Table of Contents | |
Effective January 1, 2009
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1.19 Total Disability
|
5 | |||
1.20 Unforeseeable Emergency
|
5 | |||
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Article II Enrollment and Deferrals
|
5 | |||
|
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2.01 Initial Enrollment
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5 | |||
2.02 Deferral Election
|
6 | |||
2.03 Deferral Election Requirements
|
7 | |||
2.04 Non-Elective Deferred Compensation
|
8 | |||
2.05 Changes in Deferral Elections
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9 | |||
|
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Article III Investment Accounts
|
9 | |||
|
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3.01 Investment Accounts
|
9 | |||
3.02 Moodys Account
|
10 | |||
3.03 Stock Unit Account
|
10 | |||
3.04 Monthly Adjustments
|
11 | |||
3.05 Transfers and Distributions From Stock Unit Account
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11 | |||
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Article IV Vesting
|
11 | |||
|
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4.01 Elective Deferred Income and Automatic Deferred Income
|
11 | |||
4.02 Discretionary Deferred Income
|
11 | |||
4.03 Textron Company Contribution
|
11 | |||
4.04 Change in Control
|
12 | |||
4.05 Vesting Under Employment Contract
|
12 | |||
4.06 Forfeiture of Non-Vested Amounts
|
12 | |||
|
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Article V Payments to Participants
|
12 | |||
|
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5.01 Separation From Service
|
12 | |||
5.02 Total Disability
|
12 | |||
5.03 Form of Payment
|
12 |
Deferred Income Plan for Textron Executives
|
Table of Contents | |
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5.04 Distribution Elections
|
13 | |||
5.05 Automatic Lump Sum Payments
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14 | |||
5.06 Administrative Adjustments in Payment Date
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14 | |||
5.07 Distribution Upon Unforeseeable Emergency
|
15 | |||
5.08 Distribution Upon Change in Control
|
15 | |||
5.09 Distributions Before July 25, 2007
|
15 | |||
|
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Article VI Payments to Beneficiaries
|
15 | |||
|
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6.01 Designating a Beneficiary
|
15 | |||
6.02 Default Beneficiary
|
15 | |||
6.03 Beneficiary Who Is Not Legally Competent
|
16 | |||
6.04 Distributions Upon Death
|
16 | |||
|
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Article VII Unfunded Plan
|
16 | |||
|
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7.01 No Plan Assets
|
16 | |||
7.02 Top-Hat Plan Status
|
16 | |||
|
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Article VIII Plan Administration
|
16 | |||
|
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8.01 Plan Administrators Powers
|
16 | |||
8.02 Tax Withholding
|
17 | |||
8.03 Use of Third Parties to Assist with Plan Administration
|
17 | |||
8.04 Proof of Right to Receive Benefits
|
17 | |||
8.05 Claims Procedure
|
17 | |||
8.06 Enforcement Following a Change in Control
|
18 | |||
|
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Article IX Amendment and Termination
|
19 | |||
|
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9.01 Amendment
|
19 | |||
9.02 Termination
|
19 | |||
9.03 Distributions Upon Plan Termination
|
19 |
Deferred Income Plan for Textron Executives
|
Table of Contents | |
Effective January 1, 2009
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Page iii |
Article X Miscellaneous
|
20 | |||
|
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10.01 Use of Masculine or Feminine Pronouns
|
20 | |||
10.02 Transferability of Plan Benefits
|
20 | |||
10.03 Section 409A Compliance
|
21 | |||
10.04 Controlling State Law
|
21 | |||
10.05 No Right to Employment
|
21 | |||
10.06 Additional Conditions Imposed
|
21 |
Deferred Income Plan for Textron Executives
|
Table of Contents | |
Effective January 1, 2009
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Page iv |
Deferred Income Plan for Textron Executives
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Effective January 1, 2009
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1.01 | Account means the bookkeeping entry used to record deferred income and earnings credited to a Participant under the Plan. A Participants Account may be divided into sub-accounts, as determined by the Benefits Committee, to track earnings on different hypothetical investment funds. All amounts credited to the Account shall be unfunded obligations of Textron: no assets shall be set aside or contributed to the Plan for the Participants benefit. A Participants Account does not include deferred income that was earned and vested (within the meaning of IRC Section 409A) before January 1, 2005, and any subsequent increase that is permitted to be included in such amount under IRC Section 409A. These amounts are calculated and paid solely as provided in Appendix A and Appendix B, as applicable. | ||
1.02 | Beneficiary means the person or persons entitled under this Plan to receive Plan benefits after a Participants death. A Participants estate may also be the Participants Beneficiary. | ||
1.03 | Benefits Committee means the Employee Benefits Committee of Textron. | ||
1.04 | Board means the Board of Directors of Textron. | ||
1.05 | Change in Control means, for any Participant who was not an employee of a Textron Company on December 31, 2007: |
(a) | any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Act) and of IRC Section 409A) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially similar proportions as their ownership of Textron common stock |
(1) | becomes (other than by acquisition from Textron or a related company) the beneficial owner (as defined in Rule 13d-3 under the Act) of stock of Textron that, together with other stock held by such person or group, possesses more than 50% of the combined voting power of Textrons then-outstanding voting stock, or | ||
(2) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) beneficial ownership of stock of Textron possessing more than 30% of the combined voting power of Textrons then-outstanding stock, or |
Deferred Income Plan for Textron Executives
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Effective January 1, 2009
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(3) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) all or substantially all of the total gross fair market value of all of the assets of Textron immediately prior to such acquisition or acquisitions (where gross fair market value is determined without regard to any associated liabilities); or |
(b) | a merger or consolidation of Textron with any other corporation occurs, other than a merger or consolidation that would result in the voting securities of Textron outstanding immediately before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or | ||
(c) | during any 12-month period, a majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of their appointment or election. |
1.06 | Deferred Income means any elective or non-elective deferred compensation credited to a Participants Account under this Plan. A Participants Deferred Income may consist of some or all of the following amounts: |
A. | Automatic Deferred Income : A non-elective deferral of a performance share unit payout into a Schedule A Participants Stock Unit Account to meet required stock ownership levels established under the Stock Ownership Guideline Program for Textron Executives. |
Deferred Income Plan for Textron Executives
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Effective January 1, 2009
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Page 3 |
B. | Discretionary Deferred Income : A non-elective contribution made at Textrons discretion to the Moodys Account of a Schedule A or Schedule B Participant. | ||
C. | Elective Deferred Income : A deferral of eligible compensation made at the election of a Schedule A or Schedule B Participant and credited to the Moodys Account, or (in the case of a Schedule A Participant) credited to the Stock Unit Account at the Participants direction. | ||
D. | Textron Company Contribution : A matching contribution allocated to a Schedule A Participants Stock Unit Account equal to 10% of any Elective Deferred Income the Schedule A Participant allocates to the Stock Unit Account. |
1.07 | Eligible Individual means a management or highly compensated employee of a Textron Company (a) who is a United States citizen or resident, (b) who is in a position designated by Textron as Band 1 or who is selected by Textron to participate in the Plan, and (c) whose annual base salary exceeds the indexed dollar limit in effect for the current year under IRC Section 414(q)(1)(B)(i). | ||
1.08 | Executive Plan means the Textron Inc. Deferred Income Plan for Executives, as in effect before January 1, 2008. The provisions of the Executive Plan are included in this Plan as Appendix B. | ||
1.09 | Interest means interest computed under Article III of this Plan. | ||
1.10 | IRC means the Internal Revenue Code of 1986, as amended. References to any section of the Internal Revenue Code shall include any final regulations interpreting that section. | ||
1.11 | Key Executive Plan means the Deferred Income Plan for Textron Key Executives, as in effect before January 1, 2008. The provisions of the Key Executive Plan are included in this Plan as Appendix A. | ||
1.12 | Participant means a current Schedule A or Schedule B Participant, or a former Participant whose Account has not been forfeited or fully distributed. | ||
1.13 | Plan means this Deferred Income Plan for Textron Executives, as amended and restated from time to time. | ||
1.14 | Schedule A Participant means an Eligible Individual who is participating in the Plan pursuant to Article II, and who is in a position designated by Textron as a Band 1 position before the beginning of the calendar year. | ||
1.15 | Schedule B Participant means an Eligible Individual who is participating in the Plan pursuant to Article II, and who is either (a) an individual selected by Textron to participate in the Plan who is not in a Band 1 position before the beginning of |
Deferred Income Plan for Textron Executives
|
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Effective January 1, 2009
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the calendar year, or (b) an employee of a Textron Company who is not currently in an eligible position, but who made a deferral election under the Key Executive Plan or the Executive Plan in 2006. | |||
1.16 | Separation From Service means a Participants termination of employment with all Textron Companies, other than by reason of death or Total Disability, that qualifies as a separation from service for purposes of IRC Section 409A. | ||
1.17 | Textron means Textron Inc., a Delaware corporation, and any successor of Textron Inc. | ||
1.18 | Textron Company means Textron or any company controlled by or under common control with Textron within the meaning of IRC Section 414(b) or (c). | ||
1.19 | Total Disability means physical or mental incapacity of a Participant who is employed by a Textron Company on the disability date, if the incapacity (a) enables the Participant to receive disability benefits under the Federal Social Security Act, and (b) also qualifies as a disability for purposes of IRC Section 409A(a)(2)(C). | ||
1.20 | Unforeseeable Emergency means a severe financial hardship (within the meaning of IRC Section 409A) resulting from any of the following: |
(a) | an illness or accident of the Participant or the Participants spouse, beneficiary, or dependent; | ||
(b) | loss of the Participants property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of natural disaster); or | ||
(c) | other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant which are not covered by insurance and cannot reasonably be relieved by the liquidation of the Participants assets (other than assets deferred hereunder). |
2.01 | Initial Enrollment . An Eligible Individual shall complete the enrollment process established by Textron in order to become a Participant in the Plan. The enrollment material shall designate the time and form of distribution for the Participants Account, designate the amount of Elective Deferred Income the Participant chooses to contribute and (if applicable) the portion allocated to each investment fund, and identify the Participants Beneficiary. |
(a) | If the Eligible Individual was not previously eligible to participate in any other account-based elective deferred compensation arrangement of a Textron Company that is aggregated with this Plan pursuant to IRC |
Deferred Income Plan for Textron Executives
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Effective January 1, 2009
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Page 5 |
Section 409A, he may enroll in the Plan within thirty (30) days after he first becomes an Eligible Individual. If the Eligible Individual does not complete his enrollment within the initial 30-day period, his enrollment shall not become effective until the beginning of the next calendar year. | |||
(b) | If an Eligible Individual was previously eligible to participate in any other account-based elective deferred compensation arrangement of a Textron Company that is aggregated with this Plan pursuant to IRC Section 409A, he may enroll in the Plan at a time designated by Textron, but not later than December 31 of the year in which he first becomes an Eligible Individual, and his enrollment shall not become effective until the beginning of the next calendar year. | ||
(c) | If an employee or former employee is not identified in Textrons records as a Participant as of December 31, 2008, the individual shall not be a Participant, and shall not be entitled to receive any benefit under the Plan, unless the individual either (i) becomes a Participant after 2008 pursuant to Section 2.01, or (ii) is designated by the Board or by the Management Committee (or by the designee of either) as a Participant after 2008. |
2.02 | Deferral Election . Subject to the requirements set forth in Section 2.03, a Participant may elect to defer the following amounts under the Plan: |
(a) | Schedule A Participants : A Schedule A Participant may elect to defer up to 80% of annual incentive compensation under an annual incentive compensation plan sponsored by Textron; up to 80% of any cash distribution (other than a dividend, dividend equivalent, or distribution upon exercise of an option or stock appreciation right) under a shareholder-approved long term incentive plan of Textron; and up to 80% of any other form of compensation irrevocably designated in writing by the Benefits Committee, before the election deadline for the calendar year in which the compensation is earned, as being eligible for deferral under the Plan. In addition, a Schedule A Participant may elect to defer up to 80% of base salary in his initial year of participation in the Plan, and may elect to defer up to 25% of base salary in any subsequent year of participation. | ||
(b) | Schedule B Participants : A Schedule B Participant may elect to defer up to 80% of annual incentive compensation under an annual incentive compensation plan sponsored by Textron, and up to 80% of any cash distribution (other than a distribution upon exercise of an option or stock appreciation right) under a shareholder-approved long term incentive plan of Textron. In addition, a Schedule B Participant may elect to defer up to 80% of any other cash bonus under a cash bonus program that is irrevocably designated in writing by the CEO, before the election deadline |
Deferred Income Plan for Textron Executives
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Effective January 1, 2009
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for the calendar year in which the bonus is earned, as being eligible for deferral under the Plan. | |||
(c) | No Deferral of Gain Under Stock Rights . In no event may a Participant defer cash or stock payable upon exercise of a stock option or stock appreciation right. |
2.03 | Deferral Election Requirements . Any deferral election under the Plan shall be subject to the following requirements: |
(a) | Initial Deferral Election . Except in the case of a timely election to defer performance-based compensation pursuant to subsection (b), below, a Participants initial deferral election under Section 2.01(a) shall apply only to compensation paid for services to be performed after the election is made. Except as provided in subsection (b), for a bonus or other compensation earned over a specified performance period that commenced before the date of the election, the total compensation shall be multiplied by the ratio of the number of days remaining in the performance period after the election to the total number of days in the performance period, and the resulting portion of the compensation shall be eligible for deferral pursuant to the Participants initial deferral election. | ||
(b) | Election Deadlines . All deferral elections shall be made at a time and in a form designated by Textron. Except as provided in Section 2.05, a deferral election shall become irrevocable at the election deadline established by Textron. |
(1) | General Election Deadline . Textron may establish deadlines that are permissible under IRC Section 409A for any type of compensation that is eligible for deferral under the Plan. If no other deadline applies, the deadline for a deferral election shall be not later than December 31 of the year preceding the year for which the services are performed for which the right to the compensation arises. | ||
(2) | Performance-Based Compensation . The deadline for any election to defer compensation that is performance-based compensation within the meaning of IRC Section 409A shall be not later than six months before the end of the performance period, provided that the Participant performs services continuously from the later of the beginning of the performance period or the date when the performance criteria are established through the date when the election is made, and provided further that the compensation has not become readily ascertainable at the time of the election. |
Deferred Income Plan for Textron Executives
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Effective January 1, 2009
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(3) | Forfeitable Rights . If a Participant has a legally binding right to a payment in a subsequent year, and the Participant must perform services for at least 12 months in order to avoid forfeiture of the payment, the election deadline shall not be later than the 30th day after the Participant acquires a legally binding right to the payment, provided that the election is made at least 12 months before the earliest date at which the forfeiture condition could lapse for a reason other than death, Total Disability, or Change in Control (and a deferral election made under this paragraph shall not be effective if the forfeiture condition lapses for death, Total Disability, or Change in Control less than 12 months after the date of the election). |
(c) | Minimum Deferrals . A Participant may not elect to defer an amount less than $5,000 for any year. | ||
(d) | Change in Participation Level . A Participants status as a Schedule A Participant or a Schedule B Participant shall be determined at the deferral election deadline for any type of compensation. If a Participants status changes, the Participants deferral election shall not be affected by the change in status until the next deferral election deadline. | ||
(e) | Renewal of Elections . A Schedule A Participants election to defer base salary under the Plan shall be effective only with respect to base salary earned in the calendar year (or portion of a year, in case of an initial deferral election) immediately following the election deadline, and any other deferral election under the Plan shall be effective only with respect to the particular bonus, award, or other compensation for which the deferral election is made. The Participant must make a new deferral election before the applicable deadline in order to defer compensation earned in a subsequent period. A Participant who fails to make a valid deferral election on or before the applicable deadline shall be deemed to have elected not to defer any compensation to which the deadline applies. |
2.04 | Non-Elective Deferred Compensation . In addition to any Elective Deferred Income, a Participants Account may be credited with the following types of non-elective Deferred Income: |
(a) | Automatic Deferred Income . A Schedule A Participants performance share unit payout shall automatically be deferred into the Participants Stock Unit Account to the extent necessary to meet required stock ownership levels established under the Executive Share Ownership Policy. The amount of Automatic Deferred Income for any year shall be based on the Schedule A Participants required ownership level and actual or deemed stock ownership at the election deadline that would apply under IRC Section 409A to an elective deferral of the Schedule A Participants |
Deferred Income Plan for Textron Executives
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Effective January 1, 2009
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performance share units, and the amount of the Automatic Deferred Income shall not be altered by any change after the election deadline in the Schedule A Participants required ownership level or actual or deemed stock ownership. | |||
(b) | Discretionary Deferred Income . A Schedule A or Schedule B Participant may receive additional contributions made at the discretion of the Organization and Compensation Committee of the Board, for Schedule A Participants who are executive officers of Textron, and at the discretion of the Benefits Committee, for all other Participants. The document authorizing the discretionary contribution shall specify the vesting schedule, if any, that applies to the discretionary contribution. Any discretionary contribution shall be allocated solely to a Participants Moodys Account. | ||
(c) | Textron Company Contribution . A Schedule A Participant shall receive matching contribution in the Participants Stock Unit Account equal to 10% of any Elective Deferred Income the Schedule A Participant allocates initially to the Stock Unit Account. |
2.05 | Changes in Deferral Elections . A Participant may change his deferral election prospectively by filing a new deferral election form before the election deadline established by Textron in accordance with IRC Section 409A, or by failing to file a deferral election by the election deadline (which will be deemed to be an election not to defer for the subsequent period). A Participants deferral election shall be cancelled automatically in the following circumstances, effective with the first payroll period following the event that causes the cancellation, and the Participant may not make a new deferral election before the next deferral election deadline: |
(a) | Financial Hardship . The Participant receives a distribution on account of financial hardship of elective deferrals under the Textron Savings Plan or any other IRC Section 401(k) plan maintained by a Textron Company, or receives a distribution under this Plan on account of an Unforeseeable Financial Emergency. | ||
(b) | Total Disability . The Participant incurs a Total Disability. |
3.01 | Investment Accounts . For recordkeeping purposes, Textron shall maintain a Moodys Account and (in the case of a Schedule A Participant) a Stock Unit Account, as necessary, to credit hypothetical investment gains and losses to a Participants Account. A Schedule A Participant may direct the extent to which his Elective Deferred Income (other than deferrals of base salary) is allocated initially to the Moodys Account or the Stock Unit Account. Any deferrals of |
Deferred Income Plan for Textron Executives
|
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Effective January 1, 2009
|
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base salary or Discretionary Deferred Income of a Schedule A Participant shall be allocated automatically to the Moodys Account; any Automatic Deferred Income or Textron Company Contribution of a Schedule A Participant shall be allocated automatically to the Stock Unit Account. All deferrals of a Schedule B Participant shall be allocated automatically to the Moodys Account. | |||
3.02 | Moodys Account . The Moodys Account shall earn interest at a monthly interest rate that is one twelfth of the average for the calendar month of the Moodys Corporate Bond Yield Index as published by Moodys Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by the Benefits Committee. Interest shall be credited on the last day of each calendar month on the average daily balance of the Moodys Account during the month. | ||
3.03 | Stock Unit Account . |
(a) | The Stock Unit Account shall consist of phantom shares of Textron common stock. The number of stock units credited to a Schedule A Participants Stock Unit Account as a result of the Automatic Deferred Income or the deferral of annual incentive compensation or performance share units shall be determined using the same methodology approved by the Organization and Compensation Committee of the Board for payment of performance share units. The number of stock units credited to a Participants Stock Unit Account as a result of any other elective or non- elective contribution in cash shall be determined by dividing the amount of Deferred Income credited on the last day of a calendar month by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal for the month in which the credit is made. | ||
(b) | Textron shall credit additional stock units to a Participants Stock Unit Account to reflect dividend equivalents attributable to the stock units that were credited to the Participants Stock Unit Account on the record date. The number of additional stock units shall be determined by dividing the dividend amount by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal for the month in which the record date occurs. | ||
(c) | The number of stock units credited to a Participants Stock Unit Account shall be adjusted, without receipt of any consideration by Textron, on account of any stock split, stock dividend, or similar increase or decrease affecting Textron common stock, as if the stock units were actual shares of Textron common stock. |
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(d) | All distributions from the Stock Unit Account shall be made in cash. No Textron common stock shall be distributed from the Plan in any circumstance. |
3.04 | Monthly Adjustments . A Participants Moodys Account and Stock Unit Account shall be adjusted on the last day of each calendar month to reflect additional Deferred Income credited to the Account, distributions from the Account, and investment gains or losses allocated to the Account. | ||
3.05 | Transfers and Distributions From Stock Unit Account . A Participant who has Separated From Service may elect to transfer all or part of his Stock Unit Account in cash to his Moodys Account. The Participant may elect a transfer once each calendar month, in 5% increments (with a minimum transfer of 10% of the Stock Unit Account), effective as of the first calendar day of the month following the minimum notice of three business days. The cash value transferred will be determined by multiplying (a) the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal, for the ten trading days immediately following the month in which the election to transfer was made, times (b) the number of whole and fractional vested stock units credited to the Participants Stock Unit Account on the last day of the calendar month preceding the transfer, times (c) the percentage being transferred. The same methodology shall be used to determine the amount of any cash distribution from the Participants Stock Unit Account. |
4.01 | Elective Deferred Income and Automatic Deferred Income . A Participants Elective Deferred Income and Automatic Deferred Income shall always be 100% vested. | ||
4.02 | Discretionary Deferred Income . Except as provided in Section 4.04, a Participants Discretionary Deferred Income shall vest according to the schedule established when the Discretionary Deferred Income is credited to the Participants Account. | ||
4.03 | Textron Company Contribution . Except as provided in Section 4.04, a Participants Textron Company Contribution, and any dividend equivalents associated with the Textron Company Contribution, shall vest as follows: |
(a) | 50% of the Textron Company Contribution and associated dividend equivalents shall vest on December 31 of the calendar year in which the Elective Deferred Income would have been paid to the Participant if he had not made a deferral election, but only if the Participant does not have a Separation From Service before that December 31; and | ||
(b) | the remaining 50% of the Textron Company Contribution and associated dividend equivalents shall vest on the following December 31, but only if |
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the Participant does not have a Separation From Service before that December 31. | |||
(c) | Any Textron Company Contribution and associated dividend equivalents that have not vested pursuant to subsections (a) and (b), above, shall become 100% vested if the Participants employment with all Textron Companies ends as a result of the Participants death or Total Disability, or the Participants voluntary retirement after reaching one or more of the following milestones: (i) age 55 with ten or more years of Textron service; (ii) age 60, or (iii) 20 or more years of Textron service. |
4.04 | Change in Control . In the event of a Change in Control, a Participants Account shall become 100% vested if the Participant is employed by a Textron Company on the date of the Change in Control. | ||
4.05 | Vesting Under Employment Contract . A Participants Account, and any additional benefit the Participant is eligible to receive under Appendix A or Appendix B, shall become 100% vested to the extent expressly provided in a written employment contract between the Participant and Textron. | ||
4.06 | Forfeiture of Non-Vested Amounts . Any portion of the Participants Account that is not vested at the time of the Participants Separation From Service shall be forfeited. |
5.01 | Separation From Service . Subject to Section 5.04(c)(2) (five-year delay following change in form of payment), upon a Participants Separation From Service, the distribution of the Participants Account shall commence (or, in the case of a lump sum distribution, shall be made) on the later of (a) the last business day of January following the calendar year of the Participants Separation From Service, or (b) the last business day of the seventh month following the Participants Separation From Service. | ||
5.02 | Total Disability . The distribution of a Participants Account upon Total Disability shall commence (or, in the case of a lump sum distribution, shall be made) on the later of (a) the last business day of January following the calendar year of the Participants Total Disability, or (b) the business day that is at least 60 days after the date of the Participants Total Disability. | ||
5.03 | Form of Payment . Subject to Section 5.05 (automatic lump-sum distributions), below, the distribution of a Participants Account upon Separation From Service or Total Disability shall be made in one or a combination of the following forms: |
(a) | A lump sum. |
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(b) | Annual installments over a period not exceeding 15 years (or, if less, the number of whole years in the Participants remaining life expectancy, determined as of the payment commencement date under the Single Life Table in Treas. Reg. § 1.401(a)(9)-9, Q&A-1), calculated each year by dividing the Participants unpaid account balance as of January 1 of that year by the remaining number of unpaid installments. Installment payments shall be made ratably from the Participants Moodys Account and Stock Unit Account. |
5.04 | Distribution Elections . |
(a) | A Participant may make a special election during 2007 to receive the Participants Account under one or a combination of the distribution options in Section 5.03. The Participant may not make a new election under this paragraph if the election would accelerate payment of the Participants benefit into the year of the new election, or if the new election would postpone a distribution that otherwise would be made in 2007. An election under this paragraph shall be made in the manner prescribed by the Plan Administrator, and the Plan Administrator may impose conditions in addition to those described in this subsection (a); but the election shall not be required to comply with the requirements of subsection (c), below (concerning changes in payment elections). | ||
(b) | Any Participant whose Account is first credited with Deferred Income after 2007 must make a distribution election at the time of the Participants enrollment in the Plan. The Participants initial distribution election, and any change in the Participants distribution election under subsection (c), below, shall apply to the Participants entire Account, including future Deferred Income credited to the Account. If the Participant elects to receive part of his Account as a lump sum and part in installments, the Participant must designate what portion of his Account will be distributed in each form of payment. If a Participant does not make a valid distribution election at the time of his initial enrollment, the Participant shall be deemed to have elected a lump sum payment of his entire Account. | ||
(c) | After 2007, a Participant may change the form of payment he previously elected for his Account once (but only once). The Participants new payment election must satisfy the following requirements: |
(1) | the new election must be made at least twelve months before the date when payment of the Account would otherwise commence (and the new election shall be ineffective if a subsequent event causes the original payment date to fall within the 12-month period); |
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(2) | the new election must defer the date on which payment of the Account will commence by at least five years from the commencement date applicable to the Participants previous election; and | ||
(3) | the new election may not require annual installments to be paid over a period exceeding 10 years (or, if less, the number of whole years in the Participants remaining life expectancy, determined as of the payment commencement date under the Single Life Table in Treas. Reg. § 1.401(a)(9)-9, Q&A-1). |
5.05 | Automatic Lump Sum Payments . |
(a) | Cash-Out of Small Accounts . If the value of a Participants Account at the time of his Separation From Service or Total Disability is $100,000 or less, the Participants Account shall be paid in a lump sum, even if the Participant elected to receive installments. | ||
(b) | Participants Who Terminate Before Retirement Eligibility . A Participant who first participated in the Plan after 2007 shall be paid in a lump sum (even if the Participant elected to receive installments) if the Participants Separation From Service or Total Disability occurs before the earliest of the following dates: (1) the date on which the Participant reaches at least age 55 and completes at least 10 years of service; (2) the date on which the Participant reaches at least age 35 and completes at least 20 years of service; and (3) the date on which the Participant reaches age 60. In the case of a Participant who first participated in the Plan before 2008, the automatic lump-sum distribution described in the preceding sentence shall apply to Deferred Income that was credited to a Participants Account while the Participant was a Schedule B Participant, and any associated investment gains or losses, but shall not apply to Deferred Income that was credited to a Participants Account while the Participant was a Schedule A Participant, or to any associated investment gains or losses. |
5.06 | Administrative Adjustments in Payment Date . A payment is treated as being made on the date when it is due under the Plan if the payment is made on the due date specified by the Plan, or on a later date that is either (a) in the same calendar year (for a payment whose specified due date is on or before September 30), or (b) by the 15th day of the third calendar month following the date specified by the Plan (for a payment whose specified due date is on or after October 1). A payment also is treated as being made on the date when it is due under the Plan if the payment is made not more than 30 days before the due date specified by the Plan, provided that the payment is not made earlier than six months after the Participants Separation From Service. A Participant may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this Section 5.06. |
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5.07 | Distribution Upon Unforeseeable Emergency . If a Participant incurs a severe financial hardship as a result of an Unforeseeable Emergency, the Participant may request a distribution from his vested Account of an amount that does not exceed the sum of (a) the amount necessary to satisfy the emergency and (b) the amount necessary to pay taxes or penalties reasonably anticipated as a result of the distribution. The amount necessary to satisfy the emergency and to pay the related taxes or penalties shall be determined after taking into account the extent to which the financial hardship is or may be relieved through cancellation of the Participants deferral election pursuant to Section 2.05(a); through reimbursement or compensation by insurance or otherwise; or by liquidation of the Participants assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). The Benefits Committee may, in its sole discretion, grant or deny a request for a distribution upon an Unforeseeable Emergency. | ||
5.08 | Distribution Upon Change in Control . Subject to the following sentence, if a Change in Control also qualifies as a change in control under IRC Section 409A, the Participants Account shall be paid in a lump sum in cash on the first business day of the month following the Change in Control. If a Participants Separation From Service occurred before the Change in Control, the lump sum payment under this Section 5.08 shall not be made earlier than six months after the Participants Separation From Service. | ||
5.09 | Distributions Before January 1, 2008 . Distributions after 2004 and before the effective date of the Plan were made in good faith compliance with IRC Section 409A and Internal Revenue Service guidance interpreting IRC Section 409A. |
6.01 | Designating a Beneficiary . A Participant may designate one or more Beneficiaries to receive the Participants Account after his death. The designation shall be made in writing on a form provided by Textron, and shall be subject to any requirements or conditions Textron imposes. The Participant may change the Beneficiary designation at any time before the earlier of the Participants death or the complete distribution of the Participants Account. If a Participants Account is community property, any designation of a Beneficiary shall be valid or effective only as permitted under applicable law. Any valid Beneficiary designation, and any valid change in a previous Beneficiary designation, shall become effective when Textron receives and accepts the Beneficiary designation form. The most recent valid Beneficiary designation in effect at the time of the Participants death shall supersede any previous Beneficiary designation. | ||
6.02 | Default Beneficiary . In the absence of an effective Beneficiary designation, or if all persons so designated have predeceased the Participant, the Participants Account shall be paid to the Participants surviving spouse. If there is no surviving spouse, the Participants Account shall be paid to the Participants |
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natural and adopted children and their descendants per stirpes or, if there are no natural or adopted children or their descendants, to the Participants estate. | |||
6.03 | Beneficiary Who Is Not Legally Competent . If a Participants Beneficiary is a minor, a person who has been declared incompetent, or a person incapable of handling the disposition of his property, the Benefits Committee may direct Textron to pay the Participants Account to the guardian, legal representative, or person having the care and custody of such Beneficiary. The Benefits Committee may require proof of incompetency, minority, incapacity, or guardianship as it deems appropriate prior to distribution of the Account. Such distribution shall completely discharge the Benefits Committee and any Textron Company from all liability with respect to such Beneficiarys interest in the Account. | ||
6.04 | Distributions Upon Death . If a Participant dies before his Account has been fully distributed, any amount remaining in his Account at his death shall be paid to his Beneficiary in a lump sum on the first business day of the first month that begins at least ninety (90) days after the Participants death. If a Beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum on the first business day of January 2008. |
7.01 | No Plan Assets . Benefits provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds of the policies shall at all times remain the sole property of Textron and neither the Participants whose lives are insured not their Beneficiaries shall have any ownership rights in such policies of insurance. | ||
7.02 | Top-Hat Plan Status . The Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA). |
8.01 | Plan Administrators Powers . Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 8.05, any actions by Textron shall be final, conclusive and binding on each Participant and all persons claiming by, through |
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or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan. | |||
8.02 | Tax Withholding . Textron may withhold from benefits paid under this Plan any taxes or other amounts required by law to be withheld. Textron may deduct from the undistributed portion of a Participants benefit any employment tax that Textron reasonably determines to be due with respect to the benefit under the Federal Insurance Contributions Act (FICA), and an amount sufficient to pay the income tax withholding related to such FICA tax. Alternatively, Textron may require the Participant or Beneficiary to remit to Textron or its designee an amount sufficient to satisfy any applicable federal, state, and local income and employment tax with respect to the Participants benefit. The Participant or Beneficiary shall remain responsible at all times for paying any federal, state, or local income or employment tax with respect to any benefit under this Plan. In no event shall Textron or any employee or agent of Textron be liable for any interest or penalty that a Participant or Beneficiary incurs by failing to make timely payments of tax. | ||
8.03 | Use of Third Parties to Assist with Plan Administration . Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | ||
8.04 | Proof of Right to Receive Benefits . Textron may require proof of death or Total Disability of any Participant and evidence of the right of any person to receive any Plan benefit. | ||
8.05 | Claims Procedure . A Participant or Beneficiary who believes that he is being denied a benefit to which he is entitled under the Plan (referred to in this Section 8.05 as a Claimant) may file a written request with the Benefits Committee setting forth the claim. The Benefits Committee shall consider and resolve the claim as set forth below. |
(a) | Time for Response . Upon receipt of a claim, the Benefits Committee shall advise the Claimant that a response will be forthcoming within 90 days. The Benefits Committee may, however, extend the response period for up to an additional 90 days for reasonable cause, and shall notify the Claimant of the reason for the extension and the expected response date. |
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The Benefits Committee shall respond to the claim within the specified period. | |||
(b) | Denial . If the claim is denied in whole or part, the Benefits Committee shall provide the Claimant with a written decision, using language calculated to be understood by the Claimant, setting forth (1) the specific reason or reasons for such denial; (2) the specific reference to relevant provisions of this Plan on which such denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (4) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; (5) the time limits for requesting a review of the claim; and (6) the Claimants right to bring an action for benefits under Section 502(a) of ERISA. | ||
(c) | Request for Review . Within 60 days after the Claimants receipt of the written decision denying the claim in whole or in part, the Claimant may request in writing that the Benefits Committee review the determination. The Claimant or his duly authorized representative may, but need not, review the relevant documents and submit issues and comment in writing for consideration by the Benefits Committee. If the Claimant does not request a review of the initial determination within such 60-day period, the Claimant shall be barred from challenging the determination. | ||
(d) | Review of Initial Determination . Within 60 days after the Benefits Committee receives a request for review, it will review the initial determination. If special circumstances require that the 60-day time period be extended, the Benefits Committee will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review. | ||
(e) | Decision on Review . All decisions on review shall be final and binding with respect to all concerned parties. The decision on review shall set forth, in a manner calculated to be understood by the Claimant, (1) the specific reasons for the decision, shall including references to the relevant Plan provisions upon which the decision is based; (2) the Claimants right to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information, relevant to his benefits; and (3) the Claimants right to bring an action for benefits under Section 502(a) of ERISA. |
8.06 | Enforcement Following a Change in Control . If, after a Change in Control, any claim is made or any litigation is brought by a Participant or Beneficiary to enforce or interpret any provision contained in this Plan, Textron and the person or group described in Section 1.05 shall be liable, jointly and severally, to reimburse the Participant or Beneficiary for the Participants or Beneficiarys |
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reasonable attorneys fees and costs incurred during the Participants or Beneficiarys lifetime in pursuing any such claim or litigation, and to pay prejudgment interest at the Prime Rate as quoted in the Money Rates section of The Wall Street Journal on any money award or judgment obtained by the Participant or Beneficiary, payable at the same time as the underlying award or judgment. Any reimbursement pursuant to the preceding sentence shall be paid to the Participant no earlier than six months after the Participants Separation From Service, and shall be paid to the Participant or Beneficiary no later than the end of the calendar year following the year in which the expense was incurred. The reimbursement shall not be subject to liquidation or exchange for another benefit, and the amount of reimbursable expense incurred in one year shall not affect the amount of reimbursement available in another year. |
9.01 | Amendment . Subject to subsections (a) and (b), below, the Board or its designee shall have the right to amend, modify, or suspend this Plan at any time by written resolution or other formal action reflected in writing. Subject to subsections (a) and (b), below, the Management Committee of Textron or its designee also shall have the right to amend, modify, or suspend any provisions of this Plan, by written resolution or other formal action reflected in writing, with respect to any Participant who is not a member of the Management Committee or a Key Executive. |
(a) | No amendment, modification, or suspension shall reduce the amount credited to a Participants Account immediately before the effective date of the amendment, modification, or suspension. | ||
(b) | Following a Change in Control, no amendment, modification, or suspension shall be made that directly or indirectly reduces any right or benefit provided upon a Change in Control. |
9.02 | Termination . The Board or its designee shall have the right to terminate this Plan at any time before a Change in Control by written resolution. No termination of the Plan shall reduce a Participants Account immediately before the effective date of the termination. | ||
9.03 | Distributions Upon Plan Termination . Upon the termination of the Plan by the Board with respect to all Participants, and termination of all arrangements sponsored by any Textron Company that would be aggregated with the Plan under IRC Section 409A, Textron shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay the Participants vested Account in a lump sum, to the extent permitted under IRC Section 409A. All payments that may be made pursuant to this Section 9.03 shall be made no earlier than the thirteenth month and no later than the twenty-fourth month after the termination of the Plan. Textron may not accelerate payments pursuant to this |
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Section 9.03 if the termination of the Plan is proximate to a downturn in Textrons financial health. If Textron exercises its discretion to accelerate payments under this Section 9.03, it shall not adopt any new arrangement that would have been aggregated with the Plan under IRC Section 409A within three years following the date of the Plans termination. |
10.01 | Use of Masculine or Feminine Pronouns . Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | ||
10.02 | Transferability of Plan Benefits . |
(a) | Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum. | ||
(b) | Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind to the extent that the assignment or other action would cause the amount to be included in the Participants gross income or treated as a distribution for federal income tax purposes. A Participant may, with the written approval of the Benefits Committee, make an assignment of a benefit for estate planning or similar purposes if the assignment does not cause the amount to be included in the Participants gross income or treated as a distribution for federal income tax purposes. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved. Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant or Beneficiary. |
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10.03 | Section 409A Compliance . The Plan is intended to comply with IRC Section 409A and should be interpreted accordingly. Any distribution election that would not comply with IRC Section 409A is not effective. To the extent that a provision of this Plan does not comply with IRC Section 409A, such provision shall be void and without effect. Textron does not warrant that the Plan will comply with IRC Section 409A with respect to any Participant or with respect to any payment, however. In no event shall any Textron Company; any director, officer, or employee of a Textron Company (other than the Participant); or any member of the Benefits Committee be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of the Plans failure to satisfy the requirements of IRC Section 409A, or as a result of the Plans failure to satisfy any other requirements of applicable tax laws. | ||
10.04 | Controlling State Law . This Plan shall be construed in accordance with the laws of the State of Delaware. | ||
10.05 | No Right to Employment . Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant of continued employment at any Textron Company. | ||
10.06 | Additional Conditions Imposed . Textron, the Chief Executive Officer and the Chief Human Resources Officer, and the Benefits Committee may impose such other lawful terms and conditions on participation in this Plan as deemed desirable. The Chief Executive Officer, the Chief Human Resources Officer, and members of the Benefits Committee may participate in this Plan. |
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Introduction
|
1 | |||
Article IDefinitions
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2 | |||
Article IIParticipation and Deferred Income
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4 | |||
Article IIIParticipants Accounts, Interest, and Earnings
|
5 | |||
Article IVBenefits
|
8 | |||
Article VPayment of Benefits
|
9 | |||
Article VIBeneficiaries
|
10 | |||
Article VIIUnfunded Plan
|
11 | |||
Article VIIIPlan Administration
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11 | |||
Article IXMiscellaneous
|
12 |
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Table of Contents Appendix A | |
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A. |
Key Executive Protected Benefits
(Earned and Vested Before 2005) |
B. |
Benefits Subject To Section 409A
(Earned or Vested From 2005 Through 2007) |
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Appendix A | |
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1.01 | Beneficiary means the person or persons entitled under this Plan to receive Plan benefits after a Participants death. | |
1.02 | Benefits Committee means the Employee Benefits Committee of Textron. | |
1.03 | Board means the Board of Directors of Textron. | |
1.04 | Compensation means base salary, annual incentive compensation, cash distributions for performance share units under a long term incentive compensation plan, and any other item designated as Compensation under this Plan by the Benefits Committee or its designee. | |
1.05 | Deferral Period means for a Participant (1) any complete months remaining in the calendar year in which she becomes a Key Executive, and (2) each succeeding calendar year in which she is a Key Executive. | |
1.06 | Deferred Income means any Compensation the receipt of which is deferred under this Plan. |
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Appendix A | |
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Page 2 |
Automatic Deferred Income means amounts in excess of 100% of a Participants Annual Incentive Compensation Target, as defined in Section 4.01(a) of the Annual Incentive Compensation Plan for Textron Employees, in the years following a Participants fifth full year of participation in this Plan, but only if the Participant has not achieved or maintained a Minimum Stock Ownership Level. | ||
Discretionary Deferred Income means additional contributions made at Textrons discretion to any account maintained for a Participant under this Plan. | ||
Elective Deferred Income means amounts elected by the Participant to be deferred under this Plan. | ||
1.07 | Determination Date means the last day of each calendar month. | |
1.08 | Fund Election Agreement means an agreement in a form prescribed by the Benefits Committee or its designee, by which a Participant elects the funds that will be used to determine earnings on Deferred Income. | |
1.09 | Interest means interest computed under Article III of this Plan. | |
1.10 | Key Executive means an employee of a Textron Company who has been and continues to be designated as a Key Executive under the Plan by Textrons Chief Executive Officer and Chief Human Resources Officer. | |
1.11 | Participant means a Key Executive who is participating in this Plan pursuant to Article II and, unless the context clearly indicates to the contrary, a former Participant who is entitled to benefits under this Plan. | |
1.12 | Participation Agreement means an agreement in a form prescribed by the Benefits Committee or its designee, by which a Participant elects to defer the receipt of Compensation pursuant to this Plan. | |
1.13 | Plan means this Deferred Income Plan for Textron Key Executives, as amended and restated from time to time. | |
1.14 | Stock Ownership means Textron shares obtained through open market purchases and stock option exercises, shares in the Textron Savings Plan, stock units in the Deferred Income Plan and in the Supplemental Benefits Plan; and any other share or share equivalent approved by the Board as qualified stock ownership. | |
Minimum Stock Ownership Level means a dollar value of Textron shares that equals or exceeds as of the end of the third quarter each year: |
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Appendix A | |
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Participant | Minimum Stock Ownership Level | |
CEO/COO
|
5 times base salary | |
Other TLT Members
|
3 times base salary | |
Other Corporate Officers
|
2 times base salary | |
All Other Key Executives
|
1 times base salary |
1.15 | Textron means Textron Inc., a Delaware corporation, and any successor of Textron Inc. | |
1.16 | Textron Company means Textron or any company controlled by or under common control with Textron. | |
1.17 | Textron Employment means employment with a Textron Company. Leaves of absence for such periods and purposes as are approved by Textron and transfers of employment within or between Textron Companies shall not be deemed interruptions of Textron Employment. | |
1.18 | Total Disability has the same meaning under this Plan as in the Textron Master Retirement Plan with respect to any Participant at the date his Textron Employment ends. |
2.01 | A Participant indicates his choices under this Plan for a Deferral Period by filing a Participation Agreement and, if applicable, a Fund Election agreement with the Benefits Committee or its designee within the time specified by that committee or designee. | |
2.02 | For any complete calendar months remaining in the calendar year in which a Participant becomes a Key Executive, she may defer up to 100% of her Compensation otherwise payable during those months. For any subsequent Deferral Period, a Participant may defer up to 25% of her base salary, and up to 100% of her Compensation other than base salary, otherwise payable during that period. (For purposes of this 25% limitation, base salary includes any base salary the receipt of which by the Participant is deferred under the Textron Savings Plan or this Plan.) A Participant may not defer any Compensation which she has earned at the time she files her Participation Agreement relating thereto. | |
2.03 | The Benefits Committee may, at a Participants request but in its sole discretion, suspend in whole or in part a Participants commitment under any Participation Agreement for such time as it may deem necessary upon a finding that the Participant has suffered a severe financial hardship. |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 4 |
2.04 | If at any time a Participant shall cease to be a Key Executive, his Participation Agreements and Deferral Periods shall terminate at that time and no further Deferred Income shall be withheld from his Compensation. | |
2.05 | No Deferred Income, Interest or dividends shall be payable to a Participant while he is employed by a Textron Company. | |
2.06 | Textron shall withhold for taxes or other reasons as required by law. |
3.01 | (a) For record-keeping purposes only, Textron shall maintain a Moodys Account, a Stock Unit Account and an Interest Account, as is necessary, for each Participant who has Deferred Income under this Plan. | |
(b) Textron may in its sole discretion from time to time make additional contributions to any account maintained for a Participant. These additional contributions, if any, may be subject to a vesting schedule set by the Benefits Committee. | ||
(c) The existence of these accounts shall not require any segregation of assets. | ||
(d) Amount deferred as Elective Deferred Income and Automatic Deferred Income shall always be 100% vested. | ||
3.02 | The Moodys Account shall reflect a Participants investment in an interest-bearing account. | |
(a) The Moodys Account shall be adjusted as of each Determination Date and shall consist of (1) the balance of the Account as of the immediately preceding Determination Date, (2) amounts of Deferred Income credited to the Account in the intervening month, and (3) Interest earned since the immediately preceding Determination Date based on one-twelfth of the applicable interest rate(s) described in Sections 3.03 or 3.04 on the average daily balance of the Account (or portion thereof) during the intervening month; reduced by (4) any distributions from the account (or portion thereof) during the intervening month. | ||
(b) The interest rates applicable to the Moodys Account shall be either the Moodys Rate or the Moodys Plus Rate. | ||
3.03 | The Moodys Rate shall be the average for the calendar month in which the applicable Determination Date falls of the Moodys Corporate Bond Yield Index as published by Moodys Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 5 |
by the Benefits Committee. For Participant deferrals made prior to 2002, the crediting rate shall not be less than 8% per year. | ||
3.04 | (a) The Moodys Plus Rate applicable on a Determination Date to any portion of the Moodys Account which is attributable to Deferred Income deferred before 1988 shall be the average described in Section 3.03, plus three percentage points. The crediting rate shall not be less than 11% per year for deferrals made prior to 1988. | |
(b) The Moodys Plus Rate applicable on a Determination Date to any portion of the Moodys Account which is attributable to deferrals from 1988 through 2001 shall be the average described in Section 3.03, plus two percentage points. The crediting rate shall not be less than 10% per year for deferrals made from 1988 through 2001. | ||
(c) For deferrals made on or after January 1, 2002, the Rate on the Determination Date shall be the Moodys Rate. | ||
3.05 | The Stock Unit Account shall consist of stock units, which are phantom shares of Textron Common Stock, accumulated and accounted for under this Plan for the sole purpose of determining the cash amount of any distribution on account of this portion of Deferred Income. Notwithstanding any Plan provision to the contrary, 100% of Automatic Deferred Income shall be deferred to the Stock Unit Account. | |
3.06 | The Stock Unit Account shall be adjusted as of each Determination Date and shall consist of the stock units (1) in the account as of the immediately preceding Determination Date, (2) credited under Section 3.07 and 3.08 during the intervening month, and (3) credited under Section 3.09 during the intervening month. | |
3.07 | (a) To the extent that a Participant puts Elective Deferred Income in the Stock Unit Account, the amount initially credited to her Account shall equal 110% of such Compensation deferred on or after January 1, 2002. | |
(b) The amount in excess of 100% of the Elective Deferred Income is the Textron Company Contribution. A Participants right to receive the Textron Company Contribution, as adjusted under Section 3.09, shall become nonforfeitable according to this schedule: |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 6 |
(c) A Participants right to receive her Textron Company Contribution shall be nonforfeitable in the event her Textron employment ends because of disability or death. | ||
(d) A Participants right to receive her Textron Company Contribution shall become nonforfeitable according to the above schedule if a Participant ends employment when she is at least 55 with ten or more years of Textron service, or is at least age 60, or has completed 20 or more years of Textron service. | ||
3.08 | With respect to deferrals into this Plan of amounts from the Annual Incentive Compensation Plan for Textron Employees and the Long Term Incentive Plan for Textron Employees, Textron shall credit stock units to a Participants Stock Unit Account, equal to the number of shares the deferred amount could have purchased at the Current Value of a share of Textron Common Stock. The Current Value is defined in Section 3.07 of the Long Term Incentive Plan for Textron Employees. With respect to deferrals into this Plan of any other amounts, each month Textron shall credit stock units to a Participants Stock Unit Account equal in number to the number of shares of Textron Common Stock that the deferred amount could have purchased at a price per share equal to the average of the composite closing prices of Textron Common Stock, as reported in The Wall Street Journal for the month the contribution is credited. | |
3.09 | From time to time, Textron shall credit Stock Units to a Participants Stock Unit Account equal in number to the number of shares of Textron Common Stock that would have been allocated on account of dividends to the Participants Stock Unit Account as of that date, based on the average of the composite closing prices of Textron Common Stock, as reported in The Wall Street Journal for the month in which the date of record occurs. | |
3.10 | The number of Stock Units credited to a Participants account under this Article III shall be adjusted, without receipt of any consideration by Textron, on account of any recapitalization, stock split, stock dividend or similar increase or decrease affecting Textron Common Stock, as if the Stock Units were actually shares of Textron Common Stock. | |
3.11 | The Interest Account shall be established when the benefits relating to a Participants Stock Unit Account become due to the Participant under Article IV. A Participant who has terminated her Textron employment may, once each calendar month, elect to transfer, in 5% increments (with a minimum transfer of 10% of the Stock Unit Account), effective the first calendar day of the month following the minimum notice of three business days, any amount in her Stock Unit Account to her Interest Account. |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 7 |
(a) | Any transfer made shall be made in cash and shall be in an amount equal to the product of (x) the Current Value of Textron Common Stock on the date as of which the stock units are converted and transferred to the Interest Account, times (y) the number of whole and fractional stock units which are nonforfeitable. | |
(b) | As used in the Plan, the current value of a share of Textron Common Stock on any date shall be the average of the composite closing prices, as reported in The Wall Street Journal , for the first ten trading days of the effective month. | |
(c) | Interest on amounts in the Interest Account will be credited monthly at the Moodys rate. Stock units transferred related to deferrals made prior to January 1, 2002, shall have a minimum rate of 8%. |
4.01 | If a Key Executives Textron Employment ends other than by death or for less than acceptable performance (1) at or after age 62, or (2) as a result of Total Disability, the amount credited to his Moodys Account at the Moodys Plus Rate, the amount in his Stock Unit Account which is then nonforfeitable according to Section 3.07, and the amount in his Interest Account, shall be distributed in accordance with Article V. | |
4.02 | If a Participants Textron Employment ends because of death, the benefit distributed pursuant to Article IV shall be the sum of the amount credited to her Moodys Account (computed at the Moodys Plus Rate), and the amount in her Stock Unit Account. | |
4.03 | If a Key Executives Textron Employment ends other than as described in Section 4.01 or a Participants Textron Employment ends other than as described in Section 4.02, the amount credited to his Moodys Account computed at the Moodys Rate (unless the Chief Executive Officer and Chief Human Resources Officer of Textron in their sole discretion approve computation at the Moodys Plus Rate), the amount in his Stock Unit Account which is then nonforfeitable according to Section 3.07, and the amount in his Interest Account, shall be distributed in accordance with Article V. | |
4.04 | In the event of a Change in Control as defined in Section 9.03, the amount credited to her Moodys Account computed at the Moodys Plus Rate, the amount in her Stock Unit Account and the amount in her Interest Account shall be distributed in accordance with Article V. | |
4.05 | Benefits shall be payable to a Participant or Beneficiary under only one Section of this Article IV. |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 8 |
5.01 | The Benefits Committee or its designee shall choose in its sole discretion the methods in Section 5.02 by which benefits payable under Article IV shall be distributed, after considering any method of payment requested by the Participant or by the Beneficiaries entitled to receive the benefits. | |
A Participant who wishes to request a form of payment must file an election to indicate her preferred form of payment; but all Participant elections shall be subject to the Benefits Committees discretion to change the elected form of payment as provided in the preceding sentence. If the Participant terminated before January 1, 2002, the Participant must file the election by December 31, 2008; any other Participant must file the election by December 31, 2007. Textron may impose conditions on the new benefit election (including, but not limited to, a requirement that the Participant elect the same form of payment for his pre-2005 Account under this Appendix A and his post-2004 account under the Deferred Income Plan for Textron Executives). If the current value of a Participants Deferred Income Plan Accounts is $100,000 or less at termination, or if the Participant fails to request a form of payment before the applicable deadline, such Participants accounts shall be paid in a single sum. | ||
5.02 | After benefits relating to a Participants Moodys Account, his Stock Unit Account and his Interest Account become payable under Article IV, Textron, upon the written instructions of the Benefits Committee or its designee, shall distribute the benefits in accordance with any one of the following methods: | |
(a) Payment in a single sum; or | ||
(b) Payment in a number of annual installments, each payable as soon as practicable after the end of each successive calendar year. The number of installments shall not exceed the lesser of 15 or life expectancy of the Participant. The annual installments shall be calculated each year by dividing the unpaid amount of the benefits as of January 1 of that year by the remaining number of unpaid installments; or | ||
(c) Payment through a combination of the foregoing methods. | ||
5.03 | (a) For Participants who terminate prior to January 1, 2002, Plan benefits payable under Section 5.02 shall begin to be paid not later than February 15 of the first calendar year which begins after the date on which (1) the final payment of the Participants Compensation is scheduled to be made, or (2) the Participant attains or would have attained age 65, whichever is later. For Participants who terminate on or after January 1, 2002, Plan benefits under Section 5.02(a) shall begin to be paid not later than February 15 following the year the Participant terminated, or sixty days after termination of employment, whichever is later. |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 9 |
(b) Plan benefits are paid from a Moodys Account in accordance with Section 5.02(a) or 5.02(b), amounts (if any) described in Section 3.04 shall be paid first from Section 3.04(c), next from pre-2002 deferrals in Section 3.03, next from Section 3.04(b), and lastly from Section 3.04(a). | ||
5.04 | Notwithstanding any Plan provision to the contrary, the amount then credited to the Moodys Account, Stock Unit Account and Interest Account of each Key Executive shall become due and payable immediately upon a Change in Control as defined in Section 9.03. | |
5.05 | Distributions under this Article V shall be made on a pro-rata basis from each account in which there is an amount. |
6.01 | A Participant may designate one or more Beneficiaries to receive Plan benefits payable on the Participants account after his death. A Beneficiary may designate one or more Beneficiaries to receive any unpaid Plan benefits to the extent this designation does not contravene any designation filed by the deceased Participant through whom the Beneficiary himself claims under this Plan. Beneficiaries shall be designated only upon forms made available by or satisfactory to the Benefits Committee or its designee, and filed by the Participant or Beneficiary with that committee or designee. Effective January 1, 2008, any payment to a Beneficiary shall be made in a lump sum. If a Beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum on the first business day of January 2008. | |
6.02 | At any time prior to his death, a Participant or Beneficiary may change his own designation of Beneficiary by filing a substitute designation of Beneficiary with the Benefits Committee or its designee. | |
6.03 | In the absence of an effective designation of Beneficiary, or if all persons so designated shall have predeceased the Participant/Beneficiary or shall have died before the complete distribution of Plan benefits, the balance of Plan benefits shall be paid to the Participant/Beneficiarys surviving spouse or, if none, to the Participant/Beneficiarys issue per stirpes or, if no issue, to the executor or administrator of the Participant/Beneficiarys estate. | |
6.04 | If a Participants Compensation or a Plan benefit is community property, any designation of Beneficiary shall be valid or effective only as permitted under applicable law. | |
6.05 | If a Plan benefit is payable to a minor or person declared incompetent or to a person incapable of handling the disposition of his property, the Benefits |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 10 |
Committee may direct Textron to pay such Plan benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Benefits Committee may require proof of incompetency, minority, incapacity or guardianship as it deems appropriate prior to distribution of the Plan benefit. Such distribution shall completely discharge the Benefits Committee and any Textron Company from all liability with respect to such benefit. |
7.01 | Benefits to be provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds therefrom shall at all times remain the sole property of Textron and neither the Participants whose lives are insured nor their Beneficiaries shall have any ownership rights in such policies of insurance. | |
7.02 | This Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. |
8.01 | Textron shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation. Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 8.04, any action by Textron shall be final, conclusive and binding on each Participant and all persons claiming by, through or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan, and shall make all such determinations and interpretations in a nondiscriminatory manner. | |
8.02 | Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron shall be entitled to rely upon all certifications made by an accountant selected by Textron. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 11 |
so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | ||
8.03 | Textron may require proof of the death or Total Disability of any Participant, former Participant or Beneficiary and evidence of the right of any person to receive any Plan benefit. | |
8.04 | Claims under this Plan shall be filed in writing with Textron, and shall be reviewed and resolved pursuant to the claims procedure in Section 8.05 of the Deferred Income Plan for Textron Executives. | |
8.05 | Textron shall withhold from benefits paid under this Plan any taxes or other amounts required to be withheld by law. |
9.01 | Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | |
9.02 | (a) Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum. | |
(b) Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind to the extent that the assignment or other action would cause the amount to be included in the Participants gross income or treated as a distribution for federal income tax purposes. A Participant may, with the written approval of the Benefits Committee, make an assignment of a benefit for estate planning or similar purposes if the assignment does not cause the amount to be included in the Participants gross income or treated as a distribution for federal income tax purposes. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 12 |
void unless so approved. Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant or Beneficiary. | ||
9.03 | Notwithstanding any provision to the contrary, the Board or its designee shall have the right to amend, modify, suspend or terminate this Plan at any time by written ratification of such action; provided, however, that no amendment, modification, suspension or termination: | |
(a) Shall reduce the amount credited to any Moodys Account, Stock Unit Account or Interest Account immediately before the effective date of the amendment, modification, suspension or termination; or | ||
(b) Shall be made to Article V or this Section 9.03 following a Change in Control. | ||
If after a Change in Control any claim is made or any litigation is brought by a Participant or Beneficiary to enforce or interpret any provision contained in this Plan, Textron and the person or group described in the next following sentence shall be liable, jointly and severally, to indemnify the Participant or Beneficiary for the Participants or Beneficiarys reasonable attorneys fees and disbursements incurred in any such claim or litigation and for prejudgment interest as provided in Section 8.06 of the Deferred Income Plan for Textron Executives. | ||
For purposes of this Plan, a Change in Control shall occur if (i) any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Act)) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially the same proportions as their ownership of Textron common stock, is or becomes (other than by acquisition from Textron or a related company) the beneficial owner (as defined in Rule 13d-3 under the Act) of more than 30% of the then outstanding voting stock of Textron, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or whose nomination for election by Textrons stockholders was approved by a vote of at least two thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof, or (iii) stockholders of Textron approve a merger or consolidation of Textron with any other corporation, other than a merger or consolidation which would result in the voting securities of Textron outstanding immediately prior thereto continuing to represent (either by |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 13 |
remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of Textron approve a plan of complete liquidation of Textron or an agreement for the sale or disposition by Textron of all or substantially all of Textrons assets. | ||
9.04 | This Plan shall be construed in accordance with the laws of the State of Delaware. | |
9.05 | Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant to be continued in employment as a Key Executive or other employee of any Textron Company. | |
9.06 | Textron, the Chief Executive Officer and the Chief Human Resources Officer, and the Benefits Committee may impose such other lawful terms and conditions on participation in this Plan as deemed desirable. The Chief Executive Officer, the Chief Human Resources Officer and members of the Benefits Committee may participate in this Plan. |
Deferred Income Plan for Textron Executives
|
Appendix A | |
Effective January 1, 2009
|
Page 14 |
Introduction
|
1 | |||
|
||||
Article I Definitions
|
2 | |||
1.01 Account
|
2 | |||
1.02 Beneficiary
|
2 | |||
1.03 Benefits Committee
|
2 | |||
1.04 Deferred Income
|
2 | |||
1.05 IRC
|
2 | |||
1.06 Participant
|
2 | |||
1.07 Plan
|
2 | |||
1.08 Separation From Service
|
3 | |||
1.09 Textron Company
|
3 | |||
1.10 Total Disability
|
3 | |||
|
||||
Article II Participation
|
3 | |||
2.01 Initial Enrollment
|
3 | |||
2.02 Deferral Election
|
3 | |||
2.03 Non-Elective Deferred Compensation
|
4 | |||
|
||||
Article III Investment Accounts
|
4 | |||
3.01 Investment Accounts
|
4 | |||
3.02 Moodys Account
|
4 | |||
3.03 Stock Unit Account
|
4 | |||
3.04 Quarterly Adjustments
|
5 | |||
3.05 Transfers and Distributions From Stock Unit Account
|
5 | |||
|
||||
Article IV Vesting
|
5 | |||
|
||||
Article V Payments to Participants
|
5 | |||
5.01 Separation From Service
|
5 | |||
5.02 Time and Form of Payment
|
6 | |||
5.03 Distribution Elections
|
6 | |||
5.04 Automatic Lump Sum Payments
|
7 | |||
5.05 Administrative Adjustments in Payment Date
|
7 | |||
5.06 Distributions Before January 1, 2008
|
7 |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Table of Contents
Page i |
Article VI Payments to Beneficiaries
|
7 | |||
6.01 Designating a Beneficiary
|
7 | |||
6.02 Default Beneficiary
|
8 | |||
6.03 Beneficiary Who Is Not Legally Competent
|
8 | |||
6.04 Distributions Upon Death
|
8 | |||
|
||||
Article VII Unfunded Plan
|
8 | |||
|
||||
Article VIII Plan Administration
|
8 | |||
8.01 Plan Administrators Powers
|
8 | |||
8.02 Use of Third Parties to Assist with Plan Administration
|
9 | |||
8.03 Proof of Right to Receive Benefits
|
9 | |||
8.04 Claims Procedure
|
9 | |||
|
||||
Article IX Amendment and Termination
|
9 | |||
9.01 Amendment or Termination
|
9 | |||
9.02 Restrictions on Amendment or Termination
|
9 | |||
9.03 Distributions Upon Plan Termination
|
9 | |||
|
||||
Article X Miscellaneous
|
10 | |||
10.01 Use of Masculine or Feminine Pronouns
|
10 | |||
10.02 Transferability of Plan Benefits
|
10 | |||
10.03 Section 409A Compliance
|
10 | |||
10.04 Controlling State Law
|
11 |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Table of Contents
Page ii |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 1 |
1.01 | Account means the bookkeeping entry used to record deferred income and earnings credited to a Participant under the Plan. A Participants Account may be divided into sub-accounts, as determined by the Benefits Committee, to track earnings on different hypothetical investment funds. All amounts credited to the Account shall be unfunded obligations of Textron: no assets shall be set aside or contributed to the Plan for the Participants benefit. A Participants Account does not include deferred income that was earned and vested (within the meaning of IRC Section 409A) before January 1, 2005, and any subsequent increase that is permitted to be included in such amount under IRC Section 409A. These amounts are calculated and paid solely as provided in Appendix A. | |
1.02 | Beneficiary means the person or persons entitled under this Plan to receive Plan benefits after a Participants death. A Participants estate may also be the Participants Beneficiary. | |
1.03 | Benefits Committee means the Employee Benefits Committee of Textron. | |
1.04 | Deferred Income means any elective or non-elective deferred compensation credited to a Participants Account under this Plan. A Participants Deferred Income may consist of one or both of the following amounts: |
(a) | Automatic Deferred Income : A non-elective deferral of a portion of a Participants annual retainer equal to $100,000 into the Participants Stock Unit Account. | ||
(b) | Elective Deferred Income : A deferral of a Participants annual retainer (in excess of the Automatic Deferred Income) made at the election of a Participant and credited to the Moodys Account or Stock Unit Account at the Participants direction. |
1.05 | IRC means the Internal Revenue Code of 1986, as amended. References to any section of the Internal Revenue Code shall include any final regulations interpreting that section. | |
1.06 | Participant means a current non-employee director of Textron, or a former non-employee director whose Account has not been forfeited or fully distributed. |
1.07 | Plan means this Deferred Income Plan for Non-Employee Directors, as amended and restated from time to time. |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 2 |
1.08 | Separation From Service means a Participants resignation, removal, or retirement from Textrons Board of Directors (for a reason other than death or Total Disability) that constitutes a good-faith, complete termination of his relationship with Textron, and that also qualifies as a separation from service for purposes of IRC Section 409A. | |
1.09 | Textron Company means Textron or any company controlled by or under common control with Textron within the meaning of IRC Section 414(b) or (c). | |
1.10 | Total Disability means physical or mental incapacity of a Participant who is serving as a director on the disability date that would enable the Participant to receive disability benefits under the Federal Social Security Act (if he were otherwise eligible for Social Security disability benefits), and that also qualifies as a disability for purposes of IRC Section 409A. |
2.01 | Initial Enrollment . A non-employee director shall complete the enrollment process established by Textron in order to become a Participant in the Plan. The enrollment material shall designate the time and form of distribution for the Participants Account, designate the amount of Elective Deferred Income the Participant chooses to contribute and the portion allocated to each investment fund, and identify the Participants Beneficiary. |
(a) | If the non-employee director was not previously eligible to participate in any other account-based elective deferred compensation arrangement of a Textron Company, he may enroll in the Plan within thirty (30) days after he is first elected as a non-employee director. A non-employee directors initial deferral election shall apply only to compensation paid for services to be performed in calendar quarters beginning after the election is made. If the non-employee director does not complete his enrollment within the initial 30-day period, his enrollment shall not become effective until the beginning of the next calendar year. | ||
(b) | If a non-employee director was previously eligible to participate in any other account-based elective deferred compensation arrangement of a Textron Company, he may enroll in the Plan at a time designated by Textron, but not later than December 31 of the year in which he is first elected as a non-employee director, and his enrollment shall not become effective until the beginning of the next calendar year. |
2.02 | Deferral Election . Subject to the requirements set forth in Section 2.01, a Participant may elect to defer any or all of the annual retainer (in excess of the $100,000 Automatic Deferred Income) into either the Moodys Account or the Stock Unit Account. After the Participants initial deferral election, the |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 3 |
Participant shall file a new deferral election each year, at a time designated by Textron (but not later than December 31), for any eligible compensation the Participant will earn in the following year. A deferral election shall become irrevocable at the election deadline established by Textron. | ||
2.03 | Non-Elective Deferred Compensation . In addition to any Elective Deferred Income, a Participants Stock Unit Account shall automatically be credited with Automatic Deferred Income equal to a $100,000 portion of a Participants annual retainer. |
3.01 | Investment Accounts . For recordkeeping purposes, Textron shall maintain a Moodys Account and a Stock Unit Account, as necessary, to credit hypothetical investment gains and losses to a Participants Account. A Participant may direct the extent to which his Elective Deferred Income is allocated initially to the Moodys Account or the Stock Unit Account, and Elective Deferred Income will be credited quarterly. Any Automatic Deferred Income shall be allocated automatically to the Stock Unit Account. | |
3.02 | Moodys Account . The Moodys Account shall earn interest at a monthly interest rate that is one twelfth of the greater of (a) 8%, or (b) the average for the calendar month of the Moodys Corporate Bond Yield Index as published by Moodys Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by the Benefits Committee; provided, however, that in no event shall the Moodys Account earn interest at a monthly rate greater than 120% of the long-term applicable federal rate (as provided under section 1274(d) of the Code) for the calendar month. Interest shall be credited as of the end of each calendar quarter, for each month during the quarter, on the average balance of the Moodys Account during the quarter, determined by adding the opening and closing balances for the quarter and dividing by two. | |
3.03 | Stock Unit Account . |
(a) | The Stock Unit Account shall consist of phantom shares of Textron common stock. The number of stock units credited to a Participants Stock Unit Account as a result of any elective or non-elective contribution shall equal the amount of the cash contribution credited on the last day of a calendar quarter divided by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal, for each trading day in the quarter in which the credit is made. | ||
(b) | Textron shall credit additional stock units to a Participants Stock Unit Account to reflect dividend equivalents attributable to the stock units that |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 4 |
were credited to the Participants Stock Unit Account on the record date. The number of additional stock units shall be determined by dividing the dividend amount by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal, for each trading day in the quarter in which the record date occurs. | |||
(c) | The number of stock units credited to a Participants Stock Unit Account shall be adjusted, without receipt of any consideration by Textron, on account of any stock split, stock dividend, or similar increase or decrease affecting Textron common stock, as if the stock units were actual shares of Textron common stock. | ||
(d) | All distributions from the Stock Unit Account shall be made in cash. No Textron common stock shall be distributed from the Plan in any circumstance. |
3.04 | Quarterly Adjustments . A Participants Moodys Account and Stock Unit Account shall be adjusted on the last day of each calendar quarter to reflect additional Deferred Income credited to the Account, distributions from the Account, and investment gains or losses allocated to the Account. | |
3.05 | Transfers and Distributions From Stock Unit Account . A Participant who has Separated From Service may elect to transfer all or part of his Stock Unit Account in cash to his Moodys Account. The Participant may elect a transfer once each calendar quarter, in 5% increments (with a minimum transfer of 10% of the Stock Unit Account), effective as of the first day of the calendar quarter following the minimum notice of three business days. The cash value transferred will be determined by multiplying (a) the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal , for the ten trading days immediately following the calendar quarter in which the election to transfer was made, times (b) the number of whole and fractional vested stock units credited to the Participants Stock Unit Account on the last day of the calendar quarter preceding the transfer, times (c) the percentage being transferred. The same methodology shall be used to determine the amount of any cash distribution from the Participants Stock Unit Account. |
5.01 | Separation From Service or Total Disability . Upon a Participants Separation From Service or Total Disability, the distribution of the Participants Account |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 5 |
shall commence (or, in the case of a lump sum distribution, shall be made) on the date elected by the Participant in accordance with Section 5.03. | ||
5.02 | Time and Form of Payment . Subject to Section 5.04 (automatic lump-sum distributions), below, the distribution of a Participants Account upon Separation From Service or Total Disability shall be made in one of the following forms: |
(a) | A lump sum payment on the tenth business day of the first calendar quarter commencing after his Separation From Service or Total Disability. | ||
(b) | A lump sum payment on the last business day of January in the first calendar year commencing after his Separation From Service or Total Disability. | ||
(c) | Annual installments over a period not exceeding ten (10) years, commencing on the last business day of January in the first calendar year after his Separation From Service or Total Disability, with subsequent installments paid on the anniversary of that date. The installment payment shall be calculated each year by dividing the Participants unpaid account balance as of January 1 of that year by the remaining number of unpaid installments. Installment payments shall be made ratably from the Participants Moodys Account and Stock Unit Account. |
5.03 | Distribution Elections . |
(a) | A Participant may make a special election before the end of 2007 to receive the Participants Account under one of the distribution options in Section 5.02. The Participant may not make a new election under this paragraph if the election would accelerate payment of the Participants benefit into the year of the new election, or if the new election would postpone a distribution that otherwise would be made in 2007. An election under this paragraph shall be made in the manner prescribed by the Plan Administrator; but the election shall not be required to comply with the requirements of subsection (c), below (concerning changes in payment elections). | ||
(b) | Any Participant whose Account is first credited with Deferred Income after 2007 must make a distribution election at the time of the Participants enrollment in the Plan. If a Participant does not make a valid distribution election at the time of his initial enrollment, the Participant shall be deemed to have elected a lump sum payment of his Account on the last business day of January in the first calendar year commencing after his Separation From Service. |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 6 |
(c) | After 2007, a Participant may change the form of payment he previously elected for his Account once (but only once). The Participants new payment election must satisfy the following requirements: |
(1) | the new election must be made at least twelve months before the date when payment of the Account would otherwise commence (and the new election shall be ineffective if a subsequent event causes the original payment date to fall within the 12-month period); | ||
(2) | the new election must defer the date on which payment of the Account will commence by at least five years from the commencement date applicable to the Participants previous election; and | ||
(3) | the new election may not require annual installments to be paid over a period exceeding five (5) years (or, if less, the number of whole years in the Participants remaining life expectancy, determined as of the payment commencement date under the Single Life Table in Treas. Reg. § 1.401(a)(9)-9, Q&A-1). |
5.04 | Automatic Lump Sum Payments . If the value of a Participants Account at the time of his Separation From Service or Total Disability is $100,000 or less, the Participants Account shall be paid in a lump sum, even if the Participant elected to receive installments. | |
5.05 | Administrative Adjustments in Payment Date . A payment is treated as being made on the date when it is due under the Plan if the payment is made on the due date specified by the Plan, or on a later date that is either (a) in the same calendar year (for a payment whose specified due date is on or before September 30), or (b) by the 15th day of the third calendar month following the date specified by the Plan (for a payment whose specified due date is on or after October 1). A payment also is treated as being made on the date when it is due under the Plan if the payment is made not more than 30 days before the due date specified by the Plan. A Participant may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this Section 5.05. | |
5.06 | Distributions Before January 1, 2008 . Distributions after 2004 and before the effective date of the Plan were made in good faith compliance with IRC Section 409A and Internal Revenue Service guidance interpreting IRC Section 409A. |
6.01 | Designating a Beneficiary . A Participant may designate one or more Beneficiaries to receive the Participants Account after his death. The designation shall be made in writing on a form provided by Textron, and shall be subject to |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 7 |
any requirements or conditions Textron imposes. The Participant may change the Beneficiary designation at any time before the earlier of the Participants death or the complete distribution of the Participants Account. If a Participants Account is community property, any designation of a Beneficiary shall be valid or effective only as permitted under applicable law. Any valid Beneficiary designation, and any valid change in a previous Beneficiary designation, shall become effective when Textron receives and accepts the Beneficiary designation form. The most recent valid Beneficiary designation in effect at the time of the Participants death shall supersede any previous Beneficiary designation. | ||
6.02 | Default Beneficiary . In the absence of an effective Beneficiary designation, or if all persons so designated have predeceased the Participant, the Participants Account shall be paid to the Participants surviving spouse. If there is no surviving spouse, the Participants Account shall be paid to the Participants natural and adopted children and their descendants per stirpes or, if there are no natural or adopted children or their descendants, to the Participants estate. | |
6.03 | Beneficiary Who Is Not Legally Competent . If a Participants Beneficiary is a minor, a person who has been declared incompetent, or a person incapable of handling the disposition of his property, the Benefits Committee may direct Textron to pay the Participants Account to the guardian, legal representative, or person having the care and custody of such Beneficiary. The Benefits Committee may require proof of incompetency, minority, incapacity, or guardianship as it deems appropriate prior to distribution of the Account. Such distribution shall completely discharge the Benefits Committee and any Textron Company from all liability with respect to such Beneficiarys interest in the Account. | |
6.04 | Distributions Upon Death . If a Participant dies before his Account has been fully distributed, any amount remaining in his Account at his death shall be paid to his Beneficiary in a lump sum sixty (60) days after the Participants death. If a Beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum on the last business day of January 2008. |
8.01 | Plan Administrators Powers . Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 8 |
establish rules for the administration of this Plan and the transaction of its business. Subject to Section 8.04, any actions by Textron shall be final, conclusive and binding on each Participant and all persons claiming by, through or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan. | ||
8.02 | Use of Third Parties to Assist with Plan Administration . Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | |
8.03 | Proof of Right to Receive Benefits . Textron may require proof of death or Total Disability of any Participant and evidence of the right of any person to receive any Plan benefit. | |
8.04 | Claims Procedure . A Participant or Beneficiary who believes that he is being denied a benefit to which he is entitled under the Plan may file a written request with the Benefits Committee setting forth the claim. The Benefits Committee shall consider and resolve the claim. |
9.01 | Amendment or Termination . Subject to Section 9.02, below, the Board or its designee shall have the right to amend, modify, suspend, or terminate this Plan at any time by written resolution or other formal action reflected in writing. | |
9.02 | Restrictions on Amendment or Termination . No amendment, modification, suspension, or termination shall reduce the amount credited to a Participants Account immediately before the effective date of the amendment, modification, suspension, or termination. | |
9.03 | Distributions Upon Plan Termination . Upon the termination of the Plan by the Board with respect to all Participants, and termination of all arrangements sponsored by any Textron Company that would be aggregated with the Plan under IRC Section 409A, Textron shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay the Participants vested Account in a lump sum, to the extent permitted under IRC Section 409A. All payments that may be made pursuant to this Section 9.03 shall be made no |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 9 |
10.01 | Use of Masculine or Feminine Pronouns . Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | |
10.02 | Transferability of Plan Benefits . |
(a) | Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum. | ||
(b) | Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved. Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant or Beneficiary. |
10.03 | Section 409A Compliance . The Plan is intended to comply with IRC Section 409A and should be interpreted accordingly. Any distribution election that would not comply with IRC Section 409A is not effective. To the extent that a provision |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 10 |
of this Plan does not comply with IRC Section 409A, such provision shall be void and without effect. Textron does not warrant that the Plan will comply with IRC Section 409A with respect to any Participant or with respect to any payment, however. In no event shall any Textron Company; any director, officer, or employee of a Textron Company (other than the Participant); or any member of the Benefits Committee be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of the Plans failure to satisfy the requirements of IRC Section 409A, or as a result of the Plans failure to satisfy any other requirements of applicable tax laws. | ||
10.04 | Controlling State Law . This Plan shall be construed in accordance with the laws of the State of Delaware. |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Page 11 |
Introduction
|
1 | |||
ARTICLE I PARTICIPATION
|
2 | |||
ARTICLE II DEFERRED INCOME ACCOUNTS
|
2 | |||
ARTICLE III PAYMENTS
|
3 | |||
ARTICLE IV MISCELLANEOUS
|
5 |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Table of Contents Appendix A
Page i |
A. |
Protected Benefits
(Earned and Vested Before 2005) |
B. |
Benefits Subject To Section 409A
(Earned or Vested From 2005 Through 2007) |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Appendix A
Page 1 |
1.1 | Non-employee members of the Board of Directors of Textron Inc. may elect to defer receipt of any or all of the annual retainer, in excess of the $60,000 required deferral to the stock unit account, and meeting fees into either a stock unit account or an interest-bearing account. The Annual Stock Unit Grant is automatically deferred into the stock unit account. | ||
1.2 | Each Director must have on file with Textron a Deferral Election Form indicating deferral elections for the following calendar year(s). | ||
1.3 | For any complete calendar quarters remaining in the calendar year in which an individual initially becomes a non-employee director, the Director may elect to defer his or her fees at any time before the start of each such quarter. |
2.1 | For record-keeping purposes only, Textron shall maintain a stock unit account and an interest-bearing account for each non-employee Director. |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Appendix A
Page 2 |
2.2 | Stock Unit Account. | ||
The Stock Unit Account shall consist of Stock Units, which are phantom shares of Textron common stock accumulated and accounted for the sole purpose of determining the cash payout of any distribution under this portion of the Plan. | |||
As of the end of each calendar quarter, Textron shall credit to the Stock Unit Account 10% (includes a 10% Premium contributed by Textron, the Premium) of the amount the Director deferred into this account during the quarter. Textron shall credit no Premium with respect to the Annual Stock Unit Grant or the required deferral. Textron shall also credit to this account Stock Units equal to the number of shares of Textron common stock that would have been allocated on account of dividends. | |||
The number of Stock Units Textron shall credit to the Stock Unit Account will equal the number of shares of Textron common stock that could have been purchased at a price per share equal to the average price per share of Textron common stock contributed to the Textron Savings Plan during that quarter. | |||
Half of the 10% Premium contributed by Textron shall vest (become nonforfeitable) on December 31 of the calendar year in which the deferred income otherwise would have been paid, and the remaining half on the next December 31. The Premium will continue to vest after the termination of the Directorship. The Premium will vest only if the related deferred compensation is unpaid at the time of vesting. Unvested Premiums shall vest immediately upon the Directors death or total disability as determined by the Textron Benefits Committee. | |||
2.3 | Moodys Account | ||
As of the end of each calendar quarter Textron shall credit to the Moodys Account an amount equal to interest on the average balance the Moodys Account during such quarter. The average balance will be computed by adding the opening and closing balances for the quarter and dividing by two. Interest will be credited monthly at the greater of 8% or the Moodys Corporate Bond Yield Index Rate. |
3.1 | Payments or withdrawals from either the Stock Unit Account or the Moodys Account or transfers between the two accounts shall not be allowed while the individual remains a Director of Textron. Prior to or at the time of the Directors resignation, removal, or retirement from the Board of Directors, the |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Appendix A
Page 3 |
Director must elect a payment schedule. | |||
3.2 | Upon the Directors resignation, removal, or retirement from the Board of Directors, the Director may, once each calendar quarter, elect to transfer, in 5% increments (with a minimum transfer of 10% of the Stock Unit Account), any or all amounts in the Stock Unit Account to the Moodys Account. The cash amount transferred will be determined by multiplying the current value of Textron common stock by the number of whole or fractional Stock Units in the Stock Unit Account as of the end of that calendar quarter times the percentage being transferred. The current value shall be the average of the composite closing prices, as reported in The Wall Street Journal for the ten trading days immediately following the calendar quarter in which the election to transfer was made. | ||
3.3 | A Director must make a payment election by completing the Payment Election Form before the end of 2007. The Director may elect on the Payment Election Form to receive (1) the entire amount of his or her accounts as soon as practical following the end of the current quarter which will be deemed to be an election to transfer under the provisions of paragraph 3.2 in the current quarter all amounts in the Directors Stock Unit Account, (2) the entire amount of his or her accounts as soon as practical following the end of the current calendar year which will be deemed to be an election to transfer under the provisions of paragraph 3.2 in the final quarter of the current calendar year all amounts in the Directors Stock Unit Account, or (3) payment in a number of annual installments, each payable as soon as practical following the end of each successive calendar year, over a period of up to five years which will be deemed to be an election to transfer under the provisions of paragraph 3.2 in the final quarter of each respective calendar year an amount, if necessary, from the Directors Stock Unit Account sufficient to make the required payment. Annual installments shall be calculated each year by dividing the unpaid amount as of January 1 of that year by the remaining number of unpaid installments. If a Director fails to make a payment election before the end of 2007, the Directors Account shall be distributed in a lump sum following the end of the calendar year in which he retires or otherwise terminates from the Board of Directors. | ||
3.4 | During the installment period, the unpaid balance in the Moodys Account will continue to earn interest at the same rate as if the individual had continued as a Director. | ||
3.5 | If a Director dies before his Account has been fully distributed, any amount remaining in his Account at his death shall be paid to his Beneficiary in a lump sum on the last business day of the month following his death. If a Beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Appendix A
Page 4 |
sum on the last business day of January 2008. | |||
The designated beneficiary may be changed from time to time by delivering a new Designation of Beneficiary Form to Textron. If no designation is made, or if the named beneficiary predeceases the Director, payment shall be made to the Directors estate. | |||
3.6 | At the discretion of Textron, the payments to be made after the Directors resignation, removal, or retirement from the Board of Directors pursuant to this Article III may be accelerated in such amounts and at such times as the Benefits Committee determines. |
4.1 | Benefits provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds with respect to such obligations. | |
4.2 | The Textron Benefits Committee shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation and for carrying out the provisions hereof, and shall have all such powers as may be necessary to do so. | |
4.3 | Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine shall include the other and each use of the singular number shall include the plural. | |
4.4 | Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum. Except as provided in the preceding sentence concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved. Except as |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Appendix A
Page 5 |
required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Director or Beneficiary. | |||
4.5 | The Board or its designee shall have the right to amend, modify, suspend, or terminate this Plan at any time by written ratification of such action; provided, however, that no amendment, modification, suspension, or termination shall reduce the amount credited to either the Stock Unit Account or the Moodys Account immediately before the effective date of the amendment, modification, suspension, or termination. | ||
4.6 | This Plan shall be construed in accordance with the laws of the State of Delaware. |
Deferred Income Plan for Non-Employee Directors
Amended and Restated January 1, 2009 |
Appendix A
Page 6 |
1. | You have received and executed the SIRVA Relocation benefits package, including the Option to Purchase and Put Agreement. After the required appraisals and inspections, SIRVA has set a Guaranteed Purchase Price (GPO) for the property located at 6450 Given Road, Cincinnati, OH at $1,275,000. You have until January 16, 2009 to require SIRVA to purchase the property at this price. | |
2. | We have agreed to make the sale of this property equitable for you. Based upon your 2005 purchase price and subsequent improvements, we have agreed on a total equity value to you of $2,592,000. In order to ensure that you receive your total equity value, we have agreed to the following: |
a. | If you accept the GPO on or before December 31, 2008, Textron will provide you with a special payment of $2,454,154. This will be paid as a lump sum within 15 days of your written acceptance of the GPO. | ||
b. | You understand that after you accept the GPO, SIRVA will become the owner of the property with full rights to resell the property at any price. You will not have any right to recover additional funds from SIRVA or the Company as a result of a later sale. |
/s/ John Butler
|
December 16, 2008 | |||||
John Butler
|
Date |
Understood and Agreed:
|
||||||
|
||||||
/s/ Scott C. Donnelly
|
December 16, 2008 | |||||
Scott C. Donnelly
|
Date |
/s/John D. Butler
|
/s/Scott C. Donnelly
|
|||||
By: John D. Butler
|
Executive Vice President and | |||||
Executive Vice President Administration and
Chief Human Resources Officer |
Chief Operating Officer |
Year | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense*
|
$ | 141 | $ | 110 | $ | 100 | $ | 95 | $ | 99 | ||||||||||
Estimated interest portion of rents
|
32 | 25 | 25 | 25 | 25 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 173 | $ | 135 | $ | 125 | $ | 120 | $ | 124 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Income:
|
||||||||||||||||||||
Income from continuing operations before
income taxes
|
$ | 658 | $ | 1,252 | $ | 957 | $ | 711 | $ | 533 | ||||||||||
Fixed charges
|
173 | 135 | 125 | 120 | 124 | |||||||||||||||
Dividends from finance subsidiary
|
142 | 135 | 80 | 100 | 71 | |||||||||||||||
Eliminate pretax loss (income) of
finance subsidiary
|
538 | (222 | ) | (210 | ) | (171 | ) | (140 | ) | |||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Adjusted income
|
$ | 1,511 | $ | 1,300 | $ | 952 | $ | 760 | $ | 588 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of income to fixed charges
|
8.73 | 9.63 | 7.62 | 6.33 | 4.74 | |||||||||||||||
|
* | Includes interest expense on all third-party indebtedness, except for interest related to unrecognized tax benefits which is included in income tax expense. |
Year | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense*
|
$ | 447 | $ | 506 | $ | 451 | $ | 313 | $ | 252 | ||||||||||
Estimated interest portion of rents
|
35 | 28 | 28 | 28 | 28 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 482 | $ | 534 | $ | 479 | $ | 341 | $ | 280 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Income:
|
||||||||||||||||||||
Income from continuing operations before
income taxes
|
$ | 658 | $ | 1,252 | $ | 957 | $ | 711 | $ | 533 | ||||||||||
Fixed charges
|
482 | 534 | 479 | 341 | 280 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Adjusted income
|
$ | 1,140 | $ | 1,786 | $ | 1,436 | $ | 1,052 | $ | 813 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of income to fixed charges
|
2.37 | 3.34 | 3.00 | 3.09 | 2.90 | |||||||||||||||
|
* | Includes interest expense on all third-party indebtedness, except for interest related to unrecognized tax benefits which is included in income tax expense. |
Name | Jurisdiction | |
TEXTRON INC.
|
Delaware | |
Avco Corporation
|
Delaware | |
Avco Rhode Island (2002) Inc.
|
Delaware | |
Christine Realty Co., Inc.
|
Pennsylvania | |
Overwatch MRI Research, Inc.
|
Delaware | |
Overwatch Systems of Virginia, Inc.
|
Virginia | |
Medical Numerics, Inc.
|
Virginia | |
Visual Learning Systems, Inc.
|
Montana | |
Overwatch Systems, Ltd.
|
Delaware | |
Textron Pacific Limited
|
Australia | |
Textron Systems Corporation
|
Delaware | |
Textron Systems Childrens Center, Inc.
(not-for-profit)
|
Massachusetts | |
Textron Systems Rhode Island (2001) Inc.
|
Delaware | |
United Industrial Corporation
|
Delaware | |
AAI Corporation
|
Maryland | |
AAI/ACL Technologies, Inc.
|
Maryland | |
AAI/ACL Technologies Europe Limited
(strike-off in process)
|
England | |
AAI Aerosonde Pty Ltd.
|
Australia | |
Aerosonde Pty Ltd.
|
Australia | |
AAI Services Corporation
|
Maryland | |
McTurbine Inc.
|
Texas | |
Aerosonde North America, Incorporated
|
Colorado | |
ESL Defence (Holdings) Ltd.
|
England | |
ESL Defence Limited
|
England | |
Symtx, Inc.
|
Delaware | |
Bell Helicopter Textron Inc.
|
Delaware | |
Bell Aerospace Services Inc.
|
Delaware | |
Bell/Agusta Aerospace Company LLC
(60%; 40% Agusta US, Inc.)
|
Delaware | |
Bell Helicopter Rhode Island Inc.
|
Delaware | |
Bell Helicopter Services Inc.
|
Delaware | |
Bell Helicopter Asia (Pte) Ltd.
|
Singapore | |
Bell Helicopter do Brasil Ltda.
(99.99%; 0.01% Bell Helicopter Textron Inc.; inactive)
|
Brazil | |
Bell Helicopter India Inc.
|
Delaware | |
Bell Helicopter Korea Inc.
|
Delaware | |
Bell Technical Services Inc.
|
Delaware | |
Edwards & Associates, Inc.
|
Tennessee | |
Aeronautical Accessories, Inc.
|
Tennessee | |
Aeronautical Accessories Rhode Island (2001) Inc.
|
Delaware | |
Aeronautical Rotor Blades, Inc.
|
Tennessee | |
Edwards & Associates Rhode Island (2002) Inc.
|
Delaware | |
SkyBOOKS Inc.
|
Delaware | |
Cadillac Gage Textron Inc.
|
Michigan | |
Cessna Aircraft Company
|
Kansas | |
Cessna Aircraft Rhode Island Inc.
|
Delaware | |
CitationShares Holding, L.L.C.
(90.2%; 9.8% TAG Aviation USA, Inc.)
|
Delaware | |
CitationShares Charter, L.L.C.
|
Delaware | |
CitationShares Management, L.L.C.
|
Delaware | |
CitationShares Sales, Inc.
|
Delaware | |
Greenlee Textron Inc.
|
Delaware | |
Greenlee Plumbing Inc.
|
Delaware | |
HR Textron Inc.
|
Delaware |
* | Other subsidiaries, which considered in the aggregate do not constitute a significant subsidiary, are omitted from this list. |
Page 1
Name | Jurisdiction | |
TEXTRON INC.
(continued from prior page)
|
||
Kautex Inc.
|
Delaware | |
McCord Corporation
|
Michigan | |
Kautex of Georgia Inc.
|
Massachusetts | |
Textron Holdco Inc.
|
Rhode Island | |
Opto Acquisition Inc.
|
Ontario | |
Opto-Electronics Inc.
|
Ontario | |
Textron Atlantic LLC
|
Delaware | |
E-Z-GO Canada Limited
|
Canada | |
Kautex Textron India Pvt. Ltd.
(liquidation in process)
|
India | |
Klauke Handelsgesellschaft m.b.H.
|
Austria | |
Textron Acquisition Limited
|
England | |
Ransomes Investment LLC
|
Delaware | |
Ransomes America Corporation
|
Delaware | |
Cushman Inc.
|
Delaware | |
Ransomes Inc.
|
Wisconsin | |
STE Holding Inc.
|
Wisconsin | |
Ransomes Limited
|
England | |
Ransomes Jacobsen Limited
|
England | |
Ransomes Overseas Services Limited
|
England | |
Ransomes Pensions Trustee Company Limited
|
England | |
Ransomes Property Developments Limited
|
England | |
Ransomes Sims & Jefferies Limited
|
England | |
Textron Golf and Turf Limited
(strike-off in process)
|
England | |
Textron Limited
|
England | |
Kautex Textron (UK) Limited
|
England | |
Textron UK Pension Trustee Ltd.
|
England | |
Textron India Private Limited
(99.9%; 1 share Textron Inc.)
|
India | |
Textron International Holding, S.L.
|
Spain | |
Bell Helicopter Supply Center B.V.
|
Netherlands | |
Bell Helicopter Textron Canada Limited/Limitée
|
Canada | |
Bell Helicopter Canada International Inc.
|
Canada | |
Kautex Textron CVS Limited
|
England | |
Kautex Textron Ibérica, S.L.
|
Spain | |
Kautex Textron do Brasil Ltda.
(99.9%; 1 share Textron International Holding, S.L.)
|
Brazil | |
Kautex Textron Portugal Produtos Plasticos, Ldas.
|
Portugal | |
Textron Capital B.V.
|
Netherlands | |
Kautex Textron GmbH & Co. K.G.
(94.819%; 5.181% Textron International Holding, S.L.)
|
Germany | |
Gustav Klauke GmbH
(94.9%; 5.1% Textron International Holding, S.L.)
|
Germany | |
Kautex Lanbao (Changchun) Plastics Products Company, Limited (
55%; 45% Lanbao
|
PRC | |
Technology Information Co., Ltd.)
|
||
Textron Germany Holding GmbH
|
Germany | |
Kautex Corporation
|
Nova Scotia | |
Kautex Textron Benelux B.V.B.A.
(99.9%; 1 share Kautex Textron Ibérica, S.L.)
|
Belgium | |
Kautex Textron Bohemia spol. s.r.o.
|
Czech Republic | |
Kautex Textron Italia S.r.l.
(95%; 5% Kautex Textron Ibérica, S.L.)
|
Italy | |
Kautex Japan KK
|
Japan | |
Kautex Shanghai GmbH
|
Germany | |
Kautex (Guangzhou) Plastic Technology Co., Ltd.
|
PRC | |
Kautex (Shanghai) Plastic Products Co. Ltd.
|
PRC | |
Kautex (Shanghai) Plastic Technology Co., Ltd.
|
PRC | |
Kautex Textron de Mexico, S. de R.L. de C.V.
(99.9%; 0.1% Textron International
|
Mexico | |
Holding, S.L.)
|
||
Kautex Textron Management Services Company de Puebla, S. de R.L. de C.V.
|
Mexico | |
(98%; 2% Textron International Holding, S.L.)
|
||
Textron China Holdings S.R.L.
(99.9576%; 0.04244% Textron International Holding, S.L.)
|
Barbados | |
Textron Trading (Shanghai) Co., Ltd.
|
PRC |
Page 2
Name | Jurisdiction | |
TEXTRON INC.
|
||
Textron Atlantic LLC
|
||
Textron International Holding, S.L.
(continued from prior page)
|
||
Textron France Holding S.A.R.L.
(99.9%; 1 share Textron France E.U.R.L.)
|
France | |
Cessna Citation European Service Center S.A.S.
(99.9%; 1 share Textron France E.U.R.L.)
|
France | |
Textron France E.U.R.L.
|
France | |
Ransomes Jacobsen France S.A.S.
|
France | |
Textron Poland Sp. z o.o.
|
Poland | |
Textron Verwaltungs-GmbH
|
Germany | |
Textron China Inc.
|
Delaware | |
Textron Communications Inc.
|
Delaware | |
Textron Far East Pte. Ltd.
|
Singapore | |
Textron Fastening Systems Inc.
|
Delaware | |
Avdel Cherry Textron Inc.
|
New York | |
Textron Financial Corporation
|
Delaware | |
Cessna Finance Corporation
|
Kansas | |
Litchfield Financial Corporation
|
Massachusetts | |
Textron Financial Canada Limited
|
Ontario | |
Textron Financial Corporation Receivables Trust 2002-CP-2
|
Delaware | |
Textron Financial Investment Corporation
|
Rhode Island | |
Textron Fluid and Power Inc.
|
Delaware | |
Textron Global Services Inc.
|
Delaware | |
Textron International Inc.
|
Delaware | |
Textron IPMP Inc.
|
Delaware | |
Textron Innovations Inc.
|
Delaware | |
Textron Management Services Inc.
|
Delaware | |
Textron Realty Corporation
|
Delaware | |
Textron Rhode Island Inc.
|
Delaware | |
TRAK International, Inc.
|
Delaware | |
Turbine Engine Components Textron (Newington Operations) Inc.
|
Connecticut | |
Westminster Insurance Company
|
Vermont |
Page 3
/s/ Ernst & Young LLP
|
Boston, Massachusetts February 25, 2009 |
TEXTRON INC.
|
||||
By: | /s/ Lewis B. Campbell | |||
Lewis B. Campbell | ||||
Chairman and Chief Executive Officer | ||||
ATTEST:
|
||
|
||
/s/ Frederick K. Butler
|
||
|
||
Vice President and Secretary
|
/s/ Lewis B. Campbell
|
/s/ Dain M. Hancock | |||
|
|
|||
Chairman and Chief Executive
|
Director | |||
Officer, Director
|
||||
(principal executive officer)
|
||||
|
||||
|
/s/ Lord Powell of Bayswater KCMG | |||
|
|
|||
|
Director | |||
/s/ Kathleen M. Bader
|
||||
|
/s/ Lloyd G. Trotter | |||
Director
|
|
|||
|
Director | |||
|
||||
/s/ R. Kerry Clark
|
||||
|
/s/ Thomas B. Wheeler | |||
Director
|
|
|||
|
Director | |||
|
||||
/s/ Ivor J. Evans
|
||||
|
/s/ James L.Ziemer | |||
Director
|
|
|||
|
Director | |||
|
||||
s/ Lawrence K. Fish
|
||||
|
||||
Director
|
||||
|
||||
|
/s/ Richard L. Yates | |||
|
||||
|
Richard L. Yates | |||
/s/ Joe T. Ford
|
Acting Chief Financial Officer, Senior Vice | |||
|
President and Corporate Controller | |||
Director
|
(principal financial officer and principal | |||
|
accounting officer) | |||
|
||||
/s/ Paul E. Gagné
|
||||
|
||||
Director
|
1. | I have reviewed this annual report on Form 10-K of Textron Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date:
|
February 26, 2009
|
/s/ Lewis B. Campbell
|
||||
|
Lewis B. Campbell | |||||
|
Chairman and Chief Executive Officer |
1. | I have reviewed this annual report on Form 10-K of Textron Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date:
|
February 26, 2009 | /s/ Richard L. Yates | ||||
|
|
|
||||
|
Senior Vice President, Corporate Controller and | |||||
|
Acting Chief Financial Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date:
|
February 26, 2009
|
/s/ Lewis B. Campbell
|
||||
|
Chairman and Chief Executive Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date:
|
February 26, 2009
|
/s/ Richard L. Yates
|
||||||
|
Senior Vice President, Corporate Controller and | |||||||
|
Acting Chief Financial Officer |