2019 Proxy Statement

TEXTRON 2019 PROXY STATEMENT 45 forced relocation of Mr. Donnelly’s principal of¿ce, (iv) a reduction in Mr. Donnelly’s salary or other bene¿ts, (v) the failure of the Company to deliver to Mr. Donnelly a satisfactory written agreement from any successor to the Company to assume and agree to perform under the letter agreement, or (vi) other material breach by Textron of the letter agreement. Upon a termination “not for cause,” or for “Good Reason,” Mr. Donnelly would be entitled to his vested or accrued obligations as well as the following: ‡ Cash Severance Bene¿t Comprised of: – Two times the sum of (i) base salary and (ii) the greater of (a) the termination year target annual cash incentive compensation and (b) the average annual cash incentive compensation earned during the last three ¿scal years, paid in monthly installments over two years – A pro rated annual cash incentive compensation payment (based on actual performance) for the year of termination, paid in a lump sum in the year following termination ‡ Treatment of Long Term Incentive Awards: – 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 ‡ Bene¿ts under Retirement Plans: – Credit for an additional two and one half years of age and service and compensation under all de¿ned bene¿t type retirement plans (including the SPP) – A lump sum payment equal to two times the amount of maximum Company annual contribution or match to any de¿ned contribution type plan in which the executive participates ‡ Continuation of Insurance Coverage: Continued coverage (or the cash equivalent thereof) for two years under the Company’s term life insurance and long term disability insurance plans, and, to the extent eligible on the date of termination, under the accidental death and dismemberment insurance and dependent life insurance plans Other NEOs The Severance Plan for Textron .ey Executives, in which each of the other NEOs participates, provides severance pay for involuntary termination only if the executive signs a release provided in and required by the plan document. This severance pay is equal to the sum of: (i) the executive’s annual rate of base salary at the date of severance, and (ii) the larger of (a) the average of his or her three most recent actual awards of annual incentive compensation (whether or not deferred) and (b) his or her current target incentive compensation under the annual incentive compensation plan. Payments Made Upon a Termination in Connection with a “Change in Control” Mr. Donnelly A “change in control” termination would occur if Mr. Donnelly experiences a “not for cause” termination during the period beginning 1 0 days before a change in control and ending on the second anniversary of the change in control. Mr. Donnelly’s letter agreement with the Company provides certain severance bene¿ts in the event of a “change in control” termination. For purposes of Mr. Donnelly’s letter agreement, a “change in control” means the occurrence of any of the following events: (i) any person unrelated to Textron acquires more than 0 of Textron’s then outstanding voting stock, (ii) a majority of the members of the Board of Directors are replaced in any two year period other than in speci¿c circumstances, (iii) the consummation of a merger or consolidation of Textron with any other corporation, other than a merger or consolidation in which Textron’s voting securities outstanding immediately prior to such merger or consolidation continue to represent at least 50 of the combined voting securities of Textron or such surviving entity immediately after such merger or consolidation, or (iv) shareholder approval of an agreement for the sale or disposition of all or substantially all of Textron’s assets or a plan of complete liquidation. Upon a termination in connection with a “change in control,” Mr. Donnelly would be entitled to his vested or accrued obligations as well as the following: ‡ Cash Severance Bene¿t, Payable in a Lump Sum, Comprised of: – Three times base salary – Pro rated portion of the greater of (i) the termination year target annual cash incentive compensation and (ii) the prior year annual cash incentive compensation – Three times the greater of (i) the average annual cash incentive compensation over the three years prior to the earlier of the change of control or the termination and (ii) the termination year target annual cash incentive compensation