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EXHIBIT
10(xxx)
SUPPLEMENTAL PENSION
AGREEMENT
This Supplemental Pension
Agreement (the Agreement) is entered on the date indicated below
between J. Michael Luttig (the Executive) and The Boeing Company
(the Company). The Company hereby agrees to the
following:
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1. |
In addition to any pension benefits Executive earns under any
qualified or nonqualified retirement plan sponsored by the Company,
the Company agrees to pay Executive the sum of $225,000 each year
until Executive’s death, commencing the first of the month
after Executive reaches age 65, or in the event of
Executive’s death, to Executive’s beneficiary until
Executive would have reached age 85, to be paid as
follows: |
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a. |
Subject to paragraph 4.a., a lump sum payment of the net
present value of a life and 20-year certain annuity commencing the
first of the month after Executive reaches age 65, as calculated by
the Company’s actuary using the same actuarial assumptions as
in effect under the Company’s Pension Value Plan for
calculating lump sum payments as of the date such payment is
payable. The lump sum will be paid within 30 days after the earlier
of (i) the date Executive reaches age 65, or (ii) the
date Executive ”separates from service” (as defined
below) for any reason, subject to paragraph 4.a.; provided that if
Executive is a “specified employee” (as defined below),
such lump sum payment shall be made as of the first day of the
month following the six month anniversary of the date Executive
separates from service (or earlier, if Executive dies), plus simple
interest for such six-month delay (or shorter period in the event
of Executive’s death) calculated at the discount rate used to
determine the lump sum. |
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b. |
Subject to paragraph 4.a., if Executive dies prior to receiving
any payment under paragraph 1.a., the net present value of the lump
sum payment under paragraph 1.a. as of Executive’s death will
be paid to Executive’s beneficiary (or if none, because
either Executive has not designated one or the most recently
designated beneficiary predeceases Executive, to Executive’s
Estate) within 30 days following such death. |
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2. |
Executive may elect to change the form and timing of payment
under paragraphs 1.a. and 1.b. above as follows: |
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a. |
Prior to December 31, 2007, Executive may elect to change
the form and timing of payment under paragraph 1 above to a life
and 20-year certain annuity commencing the first of the month after
Executive reaches age 65, or to defer payment of the lump sum to a
later payment date, by executing a mutually acceptable payment
election form with the Company, subject to the provisions of
Internal Revenue Service Notice 2006-79 and the Treasury
Regulations under Section 409A of the Internal Revenue Code,
as amended (the “Code”). |
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b. |
On and after January 1, 2008, Executive may elect to
change the form and timing of payment under paragraph 1 above (as
the same may have been changed under 2.a. above) to a life and
20-year certain annuity commencing the first of the month after
Executive reaches age 65, or to defer payment of the lump sum to a
later payment date, by executing a mutually acceptable payment
election form with the Company, provided that, to the extent
required by Section 409A of the Internal Revenue Code, such
payment election form (i) must be executed at least twelve
months prior to the date payment was otherwise scheduled to be
made, (ii) may not take effect until at least 12 months after
the date on which the election is made, and (iii) must specify
a payment date that is at least five years after the date payment
was otherwise scheduled to be made. If any such |
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