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TEXTRON 2017 PROXY STATEMENT
DIP: DEFERRED INCOME PLAN FOR TEXTRON EXECUTIVES
NEOs deferring compensation into the Deferred Income Plan for Textron Executives (“DIP”) have forgone current compensation
in exchange for an unsecured promise from the Company to pay the deferred amount after their employment ends. NEOs can
defer up to 80% of their base salary and certain other cash compensation including annual incentive compensation and long-
term incentive distributions settled in cash. The “principal” amount that is deferred can be credited with either a Moody’s-based
interest rate or a rate of return that approximates the return on investment for a share of Textron common stock, including dividend
equivalents, based upon the elections made annually by each NEO. The interest rate applicable to the Moody’s account is the
average Moody’s Corporate Bond Yield Index as published by Moody’s Investors Service, Inc. The compounded Moody’s yield
for 2016 was 4.19%, which was applied to all deferrals made subsequent to December 31, 2001.
SSP: TEXTRON SPILLOVER SAVINGS PLAN
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Plan because of federal compensation limits, as a result of deferring income under the DIP, and for employees hired or rehired
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hired or rehired after 2009 is based on 4% of eligible compensation. Contributions under the SSP are tracked in the form of
unfunded book-entry accounts credited as stock units, which earn dividend equivalents and which are reinvested into stock units.
NEOs are not permitted to make contributions to the SSP.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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existing plans and arrangements if the named executive’s employment had terminated and/or a change in control had occurred
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termination scenarios—voluntary, “for cause”, death or disability, “not for cause” or “good reason”, change in control—and is
based upon the named executive’s compensation and service levels as of such date and, if applicable, based on the Company’s
closing stock price on that date.
In addition, in connection with any future actual termination of employment, the Company may determine to enter into an
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below, as the Organization and Compensation Committee believes appropriate. The actual amounts that would be paid
upon a NEO’s termination of employment can be determined only at the time of such executive’s separation from the Company.
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actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include
the timing during the year of any such event, the Company’s share price and the executive’s age.
PAYMENTS MADE UPON A VOLUNTARY TERMINATION BY AN EXECUTIVE
Voluntary termination occurs when the NEO leaves the Company at his or her own will (e.g., voluntary resignation or retirement).
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is retirement eligible (age 55 with at least 10 years of service to Textron) as of December 31, 2016, she also would be entitled to
the following:
•
RSUs issued prior to 2014 and outstanding for at least six months would accelerate and vest pro-rata, and RSUs issued in
2014 or later would continue to vest according to their vesting schedules.
•
PSUs would continue to vest according to their vesting schedules.
•
Unvested stock options issued prior to 2014 would continue to vest per their respective vesting schedules for a period of
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or 36 months after termination. Unvested stock options issued in 2014 or later would continue to vest per their respective
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the remaining term of the options or 48 months after termination.