If an Award is subject to Section 409A of the Code, the payment or settlement of the Award shall accelerate upon a Change of Control only if the event also constitutes a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the Company’s assets” as defined under Section 409A of the Code. Any adjustment to the Award that does not affect the time or form of payment of an Award that is subject to Section 409A or an Award’s exemption from the requirements of Section 409A (including accelerated vesting or adjustment of the amount of the Award) may occur upon a Change of Control as defined in the Plan, regardless of whether the event also constitutes a change in control under Section 409A. “Code” means the Internal Revenue Code of 1986, as amended. “Committee” means the Organization and Compensation Committee of the Board, except that, with respect to grants to Non-Employee Directors, “Committee” means the Nominating and Corporate Governance Committee of the Board, and, in each case, any successor committee thereto or any other committee appointed from time to time by the Board to administer the Plan, which committee shall meet the requirements of Section 16(b) of the Exchange Act and the applicable rules of the NYSE; provided, however, that, if any Committee member is found not to have met the qualification requirements of Section 16(b) of the Exchange Act, any actions taken or Awards granted by the Committee shall not be invalidated by such failure to so qualify. “Common Stock” means the common stock of the Company, par value $0.125 per share, or such other class of share or other securities as may be applicable under Section 14 of the Plan. “Company” means Textron Inc., a Delaware corporation, or any successor to all or substantially all of the Company’s business that adopts the Plan. “Effective Date” means the date on which the Plan is approved by the shareholders of the Company. “Eligible Individuals” means the individuals described in Section 4(a) of the Plan who are eligible for Awards under the Plan. “Exchange Act” means the Securities Exchange Act of 1934. “Fair Market Value” means, with respect to a share of Common Stock, the closing selling price of a share of Common Stock on the relevant date of determination as reported on the composite tape for securities listed on the NYSE, or such national securities exchange as may be designated by the Committee. If there were no sales on the relevant date, the fair market value shall equal the closing share price on the most recent day preceding the relevant date during which a sale occurred. “Incentive Stock Option” means an Option that is intended to comply with the requirements of Section 422 of the Code. “Non-Employee Director” means any member of the Board who is not an officer or employee of the Company or any Subsidiary. “Nonqualified Stock Option” means an Option that is not an Incentive Stock Option. “NYSE” means the New York Stock Exchange or any successor thereto. “Option” means an Incentive Stock Option or Nonqualified Stock Option granted pursuant to Section 7 of the Plan. “Other Award” means any form of Award other than an Option, Restricted Stock, Restricted Stock Unit, Performance Stock, Performance Share Unit, or Stock Appreciation Right, granted pursuant to Section 12 of the Plan. “Parent” means a corporation which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the same meaning as “parent corporation” set forth in Section 424(e) of the Code. “Participant” means an Eligible Individual who has been granted an Award under the Plan. “Performance Period” means the period established by the Committee and set forth in the applicable Award Document over which Performance Targets are measured. “Performance Stock” means an Award of Shares, the grant, issuance, retention, vesting and/or settlement of which is based in whole or in part on achievement of Performance Targets, granted pursuant to Section 10(b) of the Plan. A-2 TEXTRON 2024 PROXY STATEMENT
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