2019 Proxy Statement

44 TEXTRON 2019 PROXY STATEMENT POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The discussion and tables below reÀect the amount of compensation that would become payable to each of the NEOs under existing plans and arrangements if the named executive’s employment had terminated and or a change in control had occurred on December 2 , 201 , the last business day of Textron’s 201 ¿scal year. Information is provided with respect to the following termination scenarios² voluntary, “for cause”, death or disability, “not for cause” or “good reason”, change in control²and 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 agreement or to establish an arrangement providing additional bene¿ts or amounts or altering the terms of bene¿ts described 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. Due to the number of factors that affect the nature and amount of any bene¿ts provided upon the events discussed below, any 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 9oluntary termination occurs when the NEO leaves the Company at his or her own will (e.g., voluntary resignation or retirement). Upon a voluntary termination, executives are entitled only to their vested or accrued obligations. Additionally, because Mr. Donnelly is retirement eligible (age 55 with at least ten years of service to Textron), he also would be entitled to the following: ‡ RSUs would continue to vest according to their vesting schedules ‡ PSUs would continue to vest according to their vesting schedules ‡ Unvested stock options would continue to vest per their respective vesting schedules vested stock options would remain exercisable until the earlier of the remaining term of the stock options or months after termination Payments Made Upon a Termination in Connection with Death or Disability Upon a termination in connection with death or disability, each of the NEOs would be entitled to their vested or accrued obligations as well as the following: ‡ RSUs would vest in full upon the occurrence of the event ‡ PSUs would accelerate and vest pro rata ‡ In the event of disability, vested stock options issued prior to 201 would remain exercisable until the original expiration date in the event of death, they would remain exercisable until the earlier of the remaining term of the option or 12 months after the date of death. Unvested stock options issued in 201 or later would vest in full stock options would be exercisable until the earlier of the remaining term of the option or ¿ve years after the date of disability death ‡ Full vesting of bene¿ts under the Textron Savings Plan, SSP, DIP and Retirement Account Plan Payments Made Upon a Termination “For Cause” by the Company A “for cause” termination occurs when a NEO is separated from Textron after engaging in one or more activities including, but not limited to: (i) conviction of, or pleading nolo contendere or guilty to, a felony (other than a traf¿c infraction or a crime involving vicarious liability under certain circumstances), (ii) willful misrepresentation, fraud or dishonesty for personal enrichment at the expense of Textron, (iii) willful misconduct or behavior, willful violation of the Company’s Business Conduct Guidelines, or breach of the NEO’s ¿duciary duties, in each case, that results in material harm to Textron, or (iv) willful failure to attempt to perform his or her duties or willful failure to attempt to follow the legal written direction of the Board. Upon a termination “for cause,” each of the NEOs would be entitled only to their vested or accrued obligations. Payments Made Upon a “Not For Cause” Termination by the Company or by an Executive for “Good Reason” Mr. Donnelly A “not for cause” termination (also called “involuntary termination”) occurs when employment ends either at the initiation of Textron, but without circumstances that would indicate a “for cause” situation, or at the initiation of the executive for “Good Reason.” Mr. Donnelly’s letter agreement with the Company provides certain severance bene¿ts in the event of a “not for cause” or “Good Reason” termination. “Good Reason” means the occurrence of one or more of the following: (i) the assignment to Mr. Donnelly of duties that are materially inconsistent with his position, (ii) the material reduction of Mr. Donnelly’s position, (iii) the