Textron 2021 Proxy Statement
52 TEXTRON 2021 PROXY STATEMENT Scott C. Donnelly Voluntary (1) Disability Death For Cause Not For Cause Change in Control (2) Annual Incentive / Severance 0 $ 0 $ 0 $ 0 $ 6,180,000 $ 9,270,000 RSU settled in stock or cash (3) 12,027,742 12,027,742 12,027,742 0 12,027,742 12,027,742 Stock Options (3) 1,808,147 1,808,147 1,808,147 0 1,808,147 1,808,147 Cash settlement of PSUs (3) 9,481,190 2,061,423 2,061,423 0 9,481,190 9,481,190 Pension benefit (4) 0 0 0 0 3,753,521 4,657,903 Other benefits (5) 0 0 0 0 132,986 379,480 Amount Triggered due to Termination 23,317,079 $15,897,312 $ 15,897,312 $ 0 $ 33,383,586 $ 37,624,462 Frank T. Connor Voluntary (1) Disability Death For Cause Not For Cause Change in Control (2) Annual Incentive / Severance 0 $ 0 $ 0 $ 0 $ 2,000,000 $ 2,000,000 RSU settled in stock or cash (3) 3,506,535 3,506,535 3,506,535 0 3,506,535 3,506,535 Stock Options (3) 533,154 533,154 533,154 0 533,154 533,154 Cash settlement of PSUs (3) 2,795,647 607,846 607,846 0 2,795,647 2,795,647 Pension benefit 0 0 0 0 0 0 Other benefits (5) 0 0 0 0 0 22,055 Amount Triggered due to Termination 6,835,336 $ 4,647,535 $ 4,647,535 $ 0 $ 8,835,336 $ 8,857,391 E. Robert Lupone Voluntary Disability Death For Cause Not For Cause Change in Control (2) Annual Incentive / Severance 0 $ 0 $ 0 $ 0 $ 1,400,000 $ 1,400,000 RSU settled in stock or cash (3) 0 1,536,652 1,536,652 0 0 1,536,652 Stock Options (3) 0 229,666 229,666 0 0 229,666 Cash settlement of PSUs (3) 0 261,837 261,837 0 0 1,204,281 Pension benefit 0 0 0 0 0 0 Other benefits (5) 0 0 0 0 0 14,338 Amount Triggered due to Termination 0 $ 2,028,155 $ 2,028,155 $ 0 $ 1,400,000 $ 4,384,937 Julie G. Duffy Voluntary (1) Disability Death For Cause Not For Cause Change in Control (2) Annual Incentive / Severance 0 $ 0 $ 0 $ 0 $ 1,050,000 $ 1,050,000 RSU settled in stock or cash (3) 854,184 854,184 854,184 0 854,184 854,184 Stock Options (3) 172,248 172,248 172,248 0 172,248 172,248 Cash settlement of PSUs (3) 874,794 180,032 180,032 0 874,794 874,794 Pension benefit 0 0 0 0 0 0 Other benefits (5) 0 0 0 0 0 22,055 Amount Triggered due to Termination 1,901,226 $ 1,206,464 $ 1,206,464 $ 0 $ 2,951,226 $ 2,973,281 (1) Mr. Donnelly, Mr. Connor and Ms. Duffy are retirement eligible (age 55 with at least ten years of service to Textron) which entitles them to continued vesting of their unvested RSUs, stock options and PSUs upon a voluntary termination. (2) Amounts reported in the “Change in Control” column are paid only upon a “not for cause” or “good reason” termination in connection with a Change in Control. (3) Amounts reported for RSUs, stock options and PSUs reflect accelerated, prorated and/or continued vesting triggered by termination event under each scenario, respectively. PSU amounts have been calculated assuming that the 2019-2021 PSU cycle will be paid at 63% of target and the 2020–2022 PSU cycle will be paid at 100% of target. These figures are based on actual Company performance against goals for 2019 and 2020, and target Company performance against goals for 2021 and three-year goals for 2020-2022. In addition, the figures assume median total shareholder return performance over each three-year PSU cycle. (4) Potential pension benefits have been calculated assuming a discount rate of 2.70%. (5) Other benefits (i) for Mr. Donnelly, includes, under the “Not for Cause” scenario, $12,248 in continuation of insurance coverage and $120,738 in additional benefits under retirement plans, and, under the “Change in Control” scenario, $18,372 in continuation of insurance coverage, $181,108 in additional benefits under retirement plans and outplacement assistance valued at $180,000, (ii) for the other NEOs, represents continuation of health benefits.
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