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EXHIBIT
(10)(ii)
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,xxx 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 involuntary
layoff, disability, or death. “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
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