lbcretirementltr.htm


    
      EXHIBIT 10.3

      
 

      


       

      


      


      
         

        
          	Textron
      Inc.	Tel:
      (401) 421-2800
	40
      Westminster Street   	 
	Providence,
      RI  02903-2525	 


        

         

         

      

    

    


    September 22, 2009

    


    Mr. Lewis
B. Campbell

    Textron Inc.

    40
Westminster Street

    Providence,
Rhode Island 02903

    
 

    
 

    Re:        Retirement

    


    Dear
Lewis:

     

    On behalf
of the Board of Directors of Textron Inc., we wanted to thank you for your years
of service with Textron and to confirm our mutual understandings as to what will
occur with regard to your retirement.

     

    1. Your
Retirement

     

    This
confirms our understanding that you will be retiring from your position as Chief
Executive Officer of Textron effective as of December 1, 2009 (your “Retirement
Date”).  You  have agreed to continue to serve as
Textron’s non-executive Chairman at the discretion of the Board until no later
than Textron’s 2011 annual meeting of shareholders.  You shall resign
from the Board when your Chairmanship expires unless otherwise requested by the
Board.

     

    2. Compensation
for Your Service as Chairman and Retirement Benefits

     

    In
connection with your retirement and your service as non-executive Chairman,
after your Retirement Date, you will receive the following:

     

    (1)        You
will be paid an annual retainer at the rate of $400,000 per year for the time
that you serve as Textron’s non-executive Chairman, payable quarterly in arrears
and prorated for partial years.  You will be subject to the same
travel, aircraft and expense policies as all other non-executive
directors.

     

    (2)        All
continued service and individual performance requirements of your outstanding
performance share units, performance cash units and restricted stock units are
waived.  All corporate performance requirements and the other terms
and conditions of the outstanding awards continue in effect.

     

    (3)        You
will receive a pro rated annual cash bonus under Textron’s current annual
incentive compensation plan for the portion of Textron’s current fiscal year
preceding your Retirement Date subject to and based

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      upon
attainment of the performance goals established with respect to such
bonus.

    

     

    (4)        You
will be paid all amounts (and provided all benefits) to which you are entitled
under the Supplemental Retirement Plan for Textron Key Executives (as modified
by Section 3.4 of your Amended and Restated Employment Agreement dated February
26, 2008 (your “Employment
Agreement”), Textron Retirement Program, Spillover Pension Plan, Textron
Savings Plan, and the Spillover Savings Plan and any other pension or retirement
plan or arrangement of Textron in which you participate in accordance with their
terms (including Section 3.4 of your Employment Agreement) and any applicable
elections.  You will have your rights as a retiree in respect of your
options and equity grants.

     

    (5)        You
will be paid all amounts (and provided all benefits) to which you are entitled
under Textron’s Deferred Income Plan in accordance with your distribution
election.

     

    (6)        You
will be paid all amounts (and provided all benefits) to which you are entitled
under any welfare plan or arrangement of Textron in which you participate,
including retiree medical, dental and life insurance.

     

    (7)        You
will be paid any unpaid salary, accrued but unused vacation, expense
reimbursements or other “Accrued Obligations” accrued pursuant to your
Employment Agreement through your Retirement Date.

     

    3. Continuing
Obligations

     

    (a) Noncompetition,
Nonsolicitation, Confidentiality and Nondisparagement.  Section 9
of your Employment Agreement will continue to apply to you after your Retirement
Date.

     

    (b) Cooperation. You agree to make
yourself reasonably available and cooperate with reasonable requests from
Textron for information concerning any business or legal matters involving facts
or events relating to Textron that may be within your knowledge and cooperate
with reasonable requests by Textron in connection with any litigation,
regulatory proceeding or investigation that may be brought by or against Textron
or third-party claims brought against you relating to Textron.  The
foregoing portion of this paragraph is only applicable with respect to matters
arising during or relating to your period of services with Textron as an
employee, officer or director.  Textron will pay or reimburse any
reasonable expenses you incur as a result of complying with this Section
3(b).

     

    (c) Liability
Insurance, Etc.  Section
10 of your Employment Agreement will continue to apply to you and Textron
following your Retirement Date.  All rights you have with regard to
indemnification as a director or officer of Textron (including rights to
advancement of legal fees) shall continue.

     

    4. General
Provisions.

     

    (a) Construction.  Sections
12.2 and 14 of your Employment Agreement will apply to this letter (substituting
references to the “Agreement” with references

     

    
      
        
        

      

      
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      to this
letter).  Also, Section 12.1 of your Employment Agreement will apply
to this letter but only with respect to obligations under your Employment
Agreement that continue under this letter.

       

    

    (b) Tax
Witholding.  Textron may withold from any benefits payable
under this letter all federal, state, city or other taxes as may be required
pursuant to law, regulation or ruling.

     

    (c) Your Employment
Agreement.  Except as otherwise provided in this letter, you
and Textron mutually agree that your Employment Agreement will terminate
effective as of the Retirement Date without any other payments to you (other
than as specifically set forth in this letter).

     

    (d) 409A.  It is
intended that you will have a "separation from service" within the meaning of
Internal Revenue Code Section 409A on your Retirement Date. Any services you
provide to Textron thereafter will be as a director and, to the extent, any such
services are not classified as director services but as consulting services they
are intended to be nominal and below the twenty percent criteria of the
definition of "separation from service" under Section 409A.

     

    (e) Entire
Agreement.  This letter is the entire agreement
between you and Textron with respect to your retirement and supersedes the
Employment Agreement and any earlier agreement, written or oral, with respect to
the subject matter hereof, provided that all award agreements governing
outstanding long-term incentive awards shall remain in full force and effect
except as specifically modified hereby.

     

    I hope
the preceding agrees with your understanding.  If you agree, please
sign and return this letter, which will become a binding agreement on our
receipt.

     

    
      
        
          	Very truly
      yours,	 
	 	 	 
	Textron
    Inc.	 
	 	 	 
	 	 	 
	 	 	 
	By:  	/s/Lord Powell of
      Bayswater KCMG	 
	 	 Lord Powell of
      Bayswater KCMG	 
	 	 Chairman,
      Compensation	 
	 	 Committee of
      the Board of	 
	 	 Directors	 


        

         

      

    

                                                                            

                   


    


    


    Accepted
as of the above date by:

    


     

    
       

      
        	 /s/Lewis B.
      Campbell
	 Lewis B.
      Campbell


      

       

       

      
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