1997 Incentive Stock Plan



 Exhibit 10.5 
 The Boeing Company 1997 Incentive Stock Plan 
 (as Amended Effective May 1, 2000 and as further
amended effective January 1, 2008) 
 1. Purpose 
 The purpose of this 1997 Incentive Stock Plan (the “Plan”) is to attract, retain and motivate key employees, officers, consultants, agents, advisors and independent contractors of The Boeing Company (the
“Company”) by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company’s shareholders. 
 2. Plan Administration 
 2.1 The Compensation Committee

 The Plan shall be administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the
“Board”). Except for the terms and conditions explicitly set forth in the Plan, the Committee shall have the authority, in its sole discretion, to determine all matters relating to awards under the Plan, including selection of the
individuals to be granted awards, the type of awards granted, the number of shares of the Company’s common stock (the “Common Stock”) subject to an award, all terms, conditions, restrictions and limitations, if any, of an award, and
the terms of any award agreement or notice. 
 2.2 Other Plans 
 The Committee shall also have authority to grant awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company, including the plan of any entity
acquired by the Company. 
 2.3 Delegation to Stock Plan Committee 
 Except for the power to amend the Plan as provided in Section 12, the Board or the Committee, in its sole discretion, may delegate the Committee’s authority and duties under the Plan to the Stock Plan
Committee of the Board or to such other committee appointed by the Board consisting of one or more senior executive officers of the Company who are also members of the Board, under such conditions and limitations as the Board or the Committee may
from time to time establish, except that only the Committee may make any determinations regarding awards to participants who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). 
 2.4 Finality of Committee Determinations 
 All decisions made by the
Committee or its delegate pursuant to the provisions of the Plan and all determinations and selections made by the Committee or its delegate pursuant to such provisions and related orders or resolutions of the Board shall be final and conclusive.

  

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 3. Eligibility 
 Awards may be granted under the Plan to those officers and employees of the Company as the Committee, the Board or a delegate designated in accordance with Section 2.3 from time to time selects. Awards may also be made to consultants,
agents, advisors and independent contractors who provide services to the Company. Individuals who are not employees of the Company may not be granted Incentive Stock Options (as defined in Section 6.2). For purposes of this Section 3, the
“Company,” with respect to all awards under the Plan other than Incentive Stock Options, includes any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant equity interest, as
determined by the Committee. With respect to Incentive Stock Options, the “Company” includes any parent or subsidiary of the Company in accordance with Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”). 
 4. Shares Subject to the Plan 
 4.1 Number and Source 
 The stock offered under the Plan shall be shares of Common Stock and may be unissued shares or shares now held or
subsequently acquired by the Company as treasury shares, as the Board, or a Board committee to which the Board may delegate such authority, may from time to time determine. Subject to adjustment as provided in Sections 4.3 and 5, the aggregate
number of shares that may be issued under the Plan shall not exceed sixty-one million (61,000,000). Subject to adjustment as provided in Sections 4.3 and 5, the aggregate number of shares that may be issued under awards granted pursuant to
Section 6.4 that are not subject to restrictions based on the achievement of specified performance goals shall not exceed six million (6,000,000). The aggregate number of shares that may be covered by awards granted to any one individual in any
one calendar year shall not exceed one million two hundred thousand (1,200,000). 
 4.2 Shares Available 
 Any shares subject to an award granted under the Plan that is forfeited, terminated or canceled or, in the case of awards granted under Section 6.4, any shares that
do not vest shall again be available for the granting of awards under the Plan. In instances where a stock appreciation right is settled in cash, the shares covered by such award shall remain available for the granting of other awards. Likewise, the
payment of cash dividends and dividend equivalents paid in cash in conjunction with outstanding awards shall not be counted against the shares available for issuance. 
 4.3 Acquisitions 
 The Board, in its sole discretion, may increase the aggregate number of shares of Common Stock to
be delivered under Section 4.1 by up to three million (3,000,000) shares in the event the Company acquires any other corporation or business entity and the Company agrees to assume the acquired entity’s obligations for outstanding
stock options or stock grant commitments or otherwise grants awards to individuals in connection with such acquisition. 
  

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 5. Adjustment of Shares Available 
 The aggregate numbers and kind of shares available for awards under the Plan, the maximum number and kind of shares that may be subject to awards to any individual under the Plan, the number and kind of shares covered
by each outstanding award, and the exercise price per share (but not the total price) for stock options, stock appreciation rights or similar awards outstanding under the Plan shall all be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from any split-up, combination or exchange of shares, consolidation, spin-off or recapitalization of shares or any like capital adjustment or the payment of any stock dividend. 
 6. Awards 
 6.1 Types of Awards 
 The Committee shall have the authority, in its sole discretion, to determine the type or types of awards to be granted under the Plan. Such awards may include, but are
not limited to, Incentive Stock Options, Nonqualified Stock Options (as defined in Section 6.2), stock appreciation rights or restricted stock awards. Such awards may be granted either alone, in addition to or in tandem with any other type of
award granted under the Plan. 
 6.2 Stock Options 
 The
Committee may grant stock options, designated as “Incentive Stock Options,” which comply with the provisions of Section 422 of the Code or any successor statutory provision, or “Nonqualified Stock Options.” The price at
which shares may be purchased upon exercise of a particular option shall be determined by the Committee but shall not be less than 100% of the Fair Market Value of such shares at the time such option is granted. For purposes of the Plan, “Fair
Market Value” as to a particular day equals the mean of the high and low per share trading prices for the Common Stock as reported for such day in The Wall Street Journal or such other source as the Committee deems reliable. The
Committee shall set the term of each stock option, but no Incentive Stock Option shall be exercisable more than 10 years after the date such option is granted and, to the extent the aggregate Fair Market Value (determined as of the date the option
is granted) of Common Stock with respect to which Incentive Stock Options granted to a particular individual become exercisable for the first time during any calendar year (under the Plan and all other stock option plans of the Company) exceeds
$100,000 (or such corresponding amount as may be set by the Code), such options shall be treated as Nonqualified Stock Options. 
 6.3 Stock Appreciation
Rights 
 The Committee may grant stock appreciation rights to individuals, either in tandem with stock options that have been or are granted under the
Plan or with respect to a number of shares on which an option is not granted. A stock appreciation right shall entitle the holder to receive, with respect to each share of stock as to which the right is exercised, payment in an amount equal to the
excess of the share’s Fair Market Value on the date the right is exercised over its Fair Market Value on the date the right was granted. Such payment may be made in cash or in shares of Common Stock valued at the Fair Market Value as of the
date of the surrender, or partly in cash and partly in shares of Common Stock, as determined by the Committee in its sole discretion. The Committee may establish a maximum appreciation value payable for stock appreciation rights. 
  

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 6.4 Restricted Stock Awards 
 (a) The Committee may grant restricted stock awards under the Plan in Common Stock or denominated in units of Common Stock. The Committee, in its sole discretion, will make such awards subject to conditions and restrictions, as set forth in
the instrument evidencing the award, which may be based on continuous service with the Company or the attainment of certain performance goals related to profits, profit growth, profit-related return ratios, cash flow or shareholder returns, where
such goals may be stated in absolute terms or relative to comparison companies or indices to be achieved during a period of time. No more than three million (3,000,000) shares may be issued subject to restrictions based on continuous employment
or services for less than three years (except where employment or services are terminated because an individual dies, retires, is laid off or becomes disabled). 
 (b) The Committee may choose, at the time of granting an award or at any time thereafter up to the time of payment of the award, to include as part of such award an entitlement to receive dividends or dividend equivalents, subject to such
terms as the Committee may establish. All dividends or dividend equivalents that are not paid currently may, in the Committee’s sole discretion, accrue interest and be paid to the participant if, when and to the extent such award is paid.

 6.5 Payment; Deferral 
 Awards granted under the Plan
may be settled through cash payments, the delivery of Common Stock or the granting of awards or combinations thereof as the Committee shall determine. Any award settlement, including payment deferrals, may be subject to such conditions, restrictions
and contingencies as the Committee shall determine. The Committee may permit or require the deferral of any award payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of
interest, or dividend equivalents, including converting such credits to deferred stock unit equivalents. Notwithstanding the forgoing, any deferral made under this Section 6.5 will be made under a deferred compensation plan of the Company or
pursuant to an employment agreement, either of which satisfies the requirements for exemption from or complies with Code Section 409A. 
 6.6.
Dividend Equivalents 
 The right to any dividends or dividend equivalents declared and paid on the number of shares underlying an option or a stock
appreciation right may not be contingent, directly or indirectly on the exercise of the option or stock appreciation right, and an award providing a right to dividends or dividend equivalents declared and paid on the number of shares underlying an
option or a stock appreciation right, the payment of which is not contingent upon, or otherwise payable on, the exercise of the option or stock appreciation right, must comply with or qualify for an exemption under Code Section 409A.

 7. Option Exercise 
 7.1 Employment or Service
Requirement 
 Each award agreement or notice for a stock option or stock appreciation right shall contain a provision that the option or right shall not
be exercisable unless the optionee remains in the Company’s employ or service at least 12 months after the granting of the option or right. 
 7.2
Precondition to Stock Issuance 
 No shares shall be delivered pursuant to the exercise of any stock option or stock appreciation right, in whole or in
part, until qualified for delivery under such securities laws and regulations as may be deemed 

  

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by the Committee to be applicable thereto and until, in the case of the exercise of an option, payment in full of the option price thereof (in cash or stock
as provided in Section 7.4) is received by the Company. No holder of an option or stock appreciation right, or any legal representative, legatee or distributee shall be or be deemed to be a holder of any shares subject to such option or right
unless and until such shares are issued. 
 7.3 No Fractional Shares 
 No stock option may at any time be exercised with respect to a fractional share. No fractional share shall be issued in the event shares are issued pursuant to the exercise of a stock appreciation right; however, a
fractional stock appreciation right may be exercised for cash. 
 7.4 Form of Payment 
 An optionee may exercise a stock option using as the form of payment (a) cash or cash equivalent (b) stock-for-stock payment (as described in Section 7.5), (c) any combination of the above or
(d) such other means as the Committee may approve. 
 7.5 Stock for Stock 
 An optionee who owns Common Stock may use such shares, the value of which shall be determined as the Fair Market Value of such shares on the date the stock option is exercised, as a form of payment to exercise stock
options under the Plan. The Committee, in its sole discretion, may restrict or rescind this right by notice to optionees. A stock option may be exercised in such manner only by tendering (actually or by attestation) to the Company whole shares of
Common Stock having a Fair Market Value equal to or less than the exercise price. If an option is exercised by surrender of stock having a Fair Market Value less than the exercise price, the optionee must pay the difference in cash. 
 8. Transferability 
 The right of any award recipient to exercise an
award granted under the Plan shall, during such recipient’s lifetime, be exercisable only by such recipient, and shall not be assignable or transferable by such recipient other than by will or the laws of descent and distribution. 

9. Withholding Taxes; Other Deductions 
 The Company shall have the
right to deduct from any settlement of an award made under the Plan, including the delivery or vesting of shares, (a) an amount sufficient to cover withholding as required by law for any federal, state or local taxes and (b) any amounts
due from the recipient of such award to the Company or to any subsidiary of the Company or to take such other action as may be necessary to satisfy any such withholding or other obligations, including withholding from any other cash amounts due or
to become due from the Company to such recipient an amount equal to such taxes or obligations. 
 10. Termination of Employment or Services

 The terms and conditions under which an award may be exercised following termination of a participant’s employment or services with the Company
shall be determined by the Committee; provided, that if a participant’s employment or services terminate for any reason within 12 months of the grant date of a stock option or stock appreciation right, such option or right shall expire as of
the date of such termination of employment or services and the participant and the participant’s legal representative shall forfeit any and all rights pertaining to such award. 
  

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 11. Term of the Plan 
 The Plan shall become effective as of May 1, 1997 and shall remain in full force and effect through April 30, 2007, unless sooner terminated by the Board. After the Plan is terminated, no future awards may be granted but awards
previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions. 
 12. Plan
Amendment 
 The Committee or the Board may amend, suspend or terminate the Plan at any time; provided that no such amendment shall be made without the
approval of the Company’s shareholders (a) that would increase the number of shares available for issuance in accordance with Section 4 or (b) if such approval is required (i) to comply with Section 422 of the Code with
respect to Incentive Stock Options or (ii) for purposes of Section 162(m) of the Code. 
 13. Bifurcation of the Plan 
 Notwithstanding anything in the Plan to the contrary, the Board, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any
provision of the Plan to participants who are officers subject to Section 16 of the 1934 Act without so restricting, limiting or conditioning the Plan with respect to other participants. 
 14. Code Section 409A 
 Notwithstanding anything contained in the Plan to the contrary, it is the Company’s intention that any and all awards and compensation payable under the Plan shall satisfy the requirements for exemption under
Code Section 409A, and that all terms and provisions shall be interpreted to satisfy such requirements. If the Committee determines that an award, payment, distribution, deferral election, transaction or any other action or arrangement
contemplated by the provisions of the Plan would, if undertaken, cause an award recipient to become subject to Code Section 409A, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right , but
shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualified for an exemption from or compliance with Section 409A. Awards not deferred under Section 6.5 and not otherwise
exempt from the requirements of Code Section 409A are intended to qualify for the short-term deferral exemption to Code Section 409A, and payment shall be made as soon as administratively feasible after the award became vested, but in no
event shall such payment be made later than 2 1/2 months after the end of the calendar year in which the award
became vested unless otherwise permitted under the exemption provisions of Code Section 409A. 
  

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