EXECUTIVE COMPENSATION 48 / TEXTRON 2026 PROXY STATEMENT POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The discussion and tables below reflect the amount of compensation that would become payable to each of the NEOs, other than Mr. Connor, under existing plans and arrangements if the named executive’s employment had terminated and/ or a change in control had occurred on January 3, 2026, the last business day of Textron’s 2025 fiscal year. With respect to Mr. Connor, who retired from the Company effective February 28, 2025, the discussion below under “Payments Made Upon a Voluntary Termination by an Executive” and the chart below under “Named Executive Officer who Voluntarily Retired during 2025” reflects the compensation which has been paid and is estimated to be payable to him after his retirement from the Company. Information for the NEOs other than Mr. Connor is provided with respect to the following termination scenarios—voluntary, “for cause”, death or disability, “not for cause” or “good reason”, change in control—and 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 benefits or amounts or altering the terms of benefits 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 benefits 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 Voluntary 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, Mr. Donnelly, Mr. Lupone and Ms. Duffy are retirement eligible (age 55 with at least ten years of service to Textron), and, therefore, 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 48 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 • Unvested stock options would vest in full and be exercisable until the earlier of the remaining term of the option or five years after the date of disability/death • Full vesting of benefits 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 traffic 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 fiduciary 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.
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