Exhibit 10.1
Raytheon 2001 Stock
Plan
2005 Performance Share
Award
Raytheon Company hereby grants to you, the
recipient identified below, an award of stock units with respect to
its common stock, par value $0.01 per share (the
“Stock”), pursuant to the Raytheon 2001 Stock Plan (as
amended from time to time, the “Plan”) on the following
terms and conditions:
1. Details of Award
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Recipient
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Total Target
Number of Shares of Stock
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Performance
Cycle
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Calendar years
2005 through 2007
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2. Conditions to Award
Pursuant to this Award, you will entitled to
payment of up to one-half of the total target number of shares set
out above based on Raytheon’s “free cash flow”
per share over the Performance Cycle, and up to one-half of the
total target number of shares set out above based on the total
return to Raytheon’s shareholders (compounded annually),
relative to that of its “peers,” over the Performance
Cycle. The precise extent to which any such shares will have been
earned will be determined by the Management Development and
Compensation Committee of Raytheon’s Board of Directors (the
“Committee”) as soon as possible following the close of
the Performance Cycle from the following tables:
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Cumulative 3-Year Free
Cash
Flow per share
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Target Share Award
Multiplier
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1.000
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0.875
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0.750
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0.625
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0.500
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0.375
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0.250
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No Award
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Total Return to
Shareholders
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Percentile
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Rank vs. Peers
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Target Share Award Multiplier
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1.000
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1.000
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0.875
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0.750
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0.500
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0.375
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0.250
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No Award
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No Award
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“ Internal Free Cash Flow: ”
Raytheon’s cash from operations per share, after capital
expenditures and interest payments , all as determined in
accordance with generally accepted accounting principles and
rounded to the nearest cent per share.
“ Peers: ” Boeing, General
Dynamics, Goodrich, Honeywell, L-3 Communications, Lockheed Martin,
Northrop Grumman, Rockwell Collins, Textron, and United
Technologies. In the event of any mergers or other corporate events
affecting the foregoing companies during the Performance Cycle, the
Committee may make such adjustments to the peer group of companies,
the total return calculations of the affected companies and the
metrics set out above as it may determine in its sole discretion
would most nearly carry out the original purposes and intent of
this Award.
3. Effect of Termination of Employment,
Etc.
You must remain an employee until the end of the
Performance Cycle in order to be entitled to any payment pursuant
to this Award, except as provided in Section 4 and
except
