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Exhibit 10.1
Notice of Terms of
Restricted Stock
Units
February 23, 2009
As part of the Executive
Compensation Program, The Boeing Company (the “Company”
has awarded you a Restricted Stock Unit award. The terms and
conditions of the award are as follows:
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1.
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RSU
Award . You have been
awarded xx Restricted Stock Units. Each Restricted Stock Unit (RSU)
has the potential to become one share of Boeing stock. Your RSUs
are awarded pursuant to “The Boeing Company 2003 Incentive
Stock Plan for Employees” (the “Plan”) and the
award is subject to the terms of the Plan. A summary of the Plan
accompanies this notice.
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2.
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RSU
Account . The Company
will maintain a record of the number of awarded RSUs in an account
established in your name.
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3.
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Vesting of
RSUs . Your RSUs will
vest February 23, 2012 or, if earlier, on the date your
employment with the Company terminates because of retirement,
involuntary layoff, disability, or death. “Retirement”
here means termination of employment voluntarily at a time when a
participant is entitled to begin immediate receipt of early or
normal retirement benefits under one or more of the Company’s
defined benefit pension plans, or under comparable terms of a
subsidiary’s pension plan, as then in effect. For those
executives who are not eligible to participate in a defined benefit
pension plan, “retirement” means termination of
employment voluntarily by an employee who, while employed by the
Company, has attained either (i) age 55 with 10 years of
service, or (ii) age 62 with one year of service.
“Disability” here means a disability entitling a
participant to benefits under a long-term disability policy
sponsored by the Company or one of its subsidiaries.
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4.
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Stock
Issuance at Vesting . At
the time your RSUs vest, the Company will issue to you shares of
Boeing stock equal in number to the vested number of whole RSUs in
your account, after deduction of shares to cover appropriate taxes
and other charges as described in paragraph 10.2.
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5.
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Earnings
Credit on Your RSUs .
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5.1 While RSUs are in your account,
they will earn dividend equivalents in the form of additional RSUs.
Specifically, as of each dividend payment date for Boeing stock,
your RSU account will be credited with additional RSUs
(“Earnings Credit RSUs”) equal in number to the number
of shares of Boeing stock that could be bought with the cash
dividends that would be paid on the RSUs in your account if each
RSU were a share of Boeing stock. The number of RSUs that results
from the Earnings Credit calculation will be to two decimal
places.
5.2 The number of shares of Boeing
stock that could be bought with such cash dividends will
be
calculated based on the “Fair
Market Value” of Boeing stock on the applicable dividend
payment date. “Fair Market Value” here means the
average of the high and the low per share trading prices
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