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TEXTRON 2017 PROXY STATEMENT
60
SECTION 5. AWARD DETERMINATION
5.1 Performance Goals. Prior to the beginning of each Performance Period, or as soon as practicable thereafter, the Committee
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Performance goals and their relative weight may vary by job. After the performance goals are established, the Committee will align
the achievement of the performance goals with the Award Opportunities (as described in Section 5.2 herein), such that the level
of achievement at the end of the Performance Period as compared to the pre-established performance goals set at the beginning
of the Performance Period will determine the amount of the Final Award. The Committee also shall have the authority to exercise
subjective discretion in the determination of Final Awards to reduce or increase a calculated award based on the Committee’s
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5.2 Award Opportunities. Each Participant who is eligible for a Performance Period shall have an Award Opportunity for such
period. In the event a Participant changes jobs during a calendar year with respect to which a Performance Period relates,
the Participant’s Award Opportunity shall be subject to adjustment as follows, unless otherwise determined by the Committee:
(i) If the Participant changes jobs or job levels, (a) the Participant’s Target Incentive Award (and resulting Award
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goals, if applicable. If the Participant’s job change results in a higher Target Incentive Award, then the Participant shall
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change results in a lower Target Incentive Award, the Final Award shall be based on the Target Incentive Award for
each job, prorated for the proportion of time during the applicable calendar year in each job. In addition, in the event
that the job change is to another business (within the Company and its Subsidiaries), the achievement percentage
used to calculate the Participant’s Final Award (
i.e.,
the percentage of target) shall be whichever achievement
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practice shall not apply if the transfer occurs after the end of the calendar year with respect to which the Performance
Period relates.
(ii) Notwithstanding the foregoing, in the case of an Award Opportunity that the Committee has designated as
“performance-based compensation” for purposes of Section 162(m) or Section 409A of the Code, an adjustment
under this Section 5.2 shall be permitted only to the extent that such adjustment would not cause the Award
Opportunity to fail to qualify as “performance-based compensation” for purposes of Section 162(m) or Section 409A,
as applicable.
If an Award Opportunity does not relate to a calendar year, the Committee may make adjustments with respect to the applicable
time period in a manner consistent with subsections (i) and (ii) above.
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below, in connection with establishing Award Opportunities, the Committee shall have sole discretion to provide for objectively
determinable adjustments to the performance goals and the Award Opportunities (either up or down) during a Performance
Period, without obtaining shareholder approval, if it determines that the occurrence of external changes or other unanticipated
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associated with reorganizations or restructurings of the Company and/or a Subsidiary, discontinued operations, goodwill, other
intangible assets, long-lived assets (non-cash), material acquisitions or divestitures (including associated transaction costs),
litigation or the resolution of litigation (e.g., attorneys’ fees, settlements or judgments) or the resolution of tax audits or currency
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laws or regulations. In addition, performance goals and Award Opportunities will be calculated without regard to any changes
in accounting standards that may be required by GAAP after such performance goals or Award Opportunities are established.
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and the Award Opportunities accordingly, at its sole discretion. In the case of an Award Opportunity that the Committee has
designated as “performance-based compensation” for purposes of Section 162(m) or Section 409A of the Code, the Committee
shall have the right to adjust the performance goals or Award Opportunity as described in this Section 5.3 only to the extent
permitted in Section 5.2(ii).