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Exhibit 10.1
Notice of Terms of
Restricted Stock
Units
[Date]
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To:
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[Name]
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BEMSID:
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[BEMS
id]
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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 [x] 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 on [date], or if earlier, on the date your employment with the
Company terminates because of involuntary layoff, disability, or
death.
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“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 9.2.
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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&rdqu
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