frankconnoragreement.htm


    EXHIBIT 10.2

    
 

    


     

    


    


    
       

      
        	 Lewis
      B. Campbell	 40
      Westminster Street   
	 Chairman
      and	 Providence,
      RI  02903-2525
	 Chief
      Executive Officer	 Tel:
      (401) 457-2322
	 Textron Inc.	 Fax:
      (401) 457-3682
	 	 lcampbell@textron.com


      

       
                                                                                                     

                                                                                          

                                                                                              

     
 

    July 27,
2009

    


    Frank Connor

    9 Hilltop
Place

    Rye,
NY  10580

    


    


    Dear
Frank:

    


    I am
pleased to offer you the position of Executive Vice President and Chief
Financial Officer of Textron Inc., reporting directly to me.  The
Board and I believe you have the personal and professional qualifications to
make significant contributions to the success of Textron and that you will be an
excellent financial leader of the organization as we address the challenges and
opportunities facing us.

    


    As Chief
Financial Officer, you shall have duties, authorities and responsibilities
generally commensurate with the duties, authorities and responsibilities of
persons in similar capacities in similarly sized companies, subject to Textron’s
By-laws and its organizational structure.

    


    The main
features of your compensation package, as approved by the Organization and
Compensation Committee of the Board (the “O&C Committee”), are summarized
below:

    


    
      	
              ·

            	
              Annual
      Base Salary

            


    

    


    Base
salary of $750,000 per year, to be annually reviewed by the O&C Committee
when it reviews senior executive compensation.

    


    
      	
              ·

            	
              Annual
      Incentive Compensation

            


    

    


    You will
be eligible to participate in Textron’s Annual Incentive Compensation (AIC)
Plan, with an initial target opportunity of 85% of your annualized base salary,
based upon the achievement of the performance goals established for each
performance period by the O&C Committee.  Actual payouts may vary
each performance period from zero to 200% of your target opportunity depending
upon, among other things the O&C Committee’s determination that you and
Textron have achieved the established performance goals.  Payouts are
generally made within the first 21⁄2 months after the end of the performance
period.  For the 2009 performance period, your AIC award will be
determined by the 

     

     

    
      
        
        

      

      
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    O&C Committee by applying the
2009 performance metrics and award levels it has approved for other members of
the Management Committee.  Your 2009 AIC award will also be calculated
on a non-prorated basis.

     

    
      	
              ·

            	
              Long
      Term Incentive Compensation

            


    

    


    For the
2009 plan year, provided you otherwise meet the eligibility requirements of the
Plan, you will receive the following Long-Term Incentive Compensation (LTI)
grant on the later of August 1, 2009 or three business days after your first day
of employment with Textron:

    


    
      	
              1.  

            	
              120,000
      2009-2011 Performance Share Units
(PSUs)

            


    

    
      	
              2.  

            	
              70,000
      Restricted Share Units (RSUs)

            


    

    
      	
              3.  

            	
              80,000
      Stock Options

            


    

    


    You will
receive in separate award documentation the specific details relating to the
vesting requirements, performance metrics, and terms and conditions soon after
your first date of employment with Textron.

    


    Any
long-term incentive awards for which you may be eligible in subsequent years
will be determined by the O&C Committee as part of its review of senior
management compensation and will be made in accordance with the Textron Inc.
2007 Long Term Incentive Plan (or under a successor plan) and will be subject to
the terms and conditions of the plan and award agreement under which they are
granted.  Subject to O&C Committee approval and possible
adjustment each year, your target opportunity for LTI awards will be 285% of
base salary.  Long-term incentive awards may consist of, among other
things, performance shares or performance share units, restricted stock or
restricted stock units, stock options, or other long-term incentive awards in
proportions and subject to vesting requirements and other terms and conditions
determined by the O&C Committee.

    


    
      	
              ·

            	
              Pension
      Benefits

            


    

    


    Eligibility
to participate in the following pension programs:

    


    
      	
              1.  

            	
              The
      Textron Master Retirement Plan based on Textron
  service;

            


    

    
      	
              2.  

            	
              The
      Spillover Pension Plan based on Textron service;
  and

            


    

    
      	
              3.  

            	
              An
      enhanced pension benefit providing an additional 3 years of credited
      service using the formula for the Textron Master Retirement Plan and
      Spillover Pension plan, but provided under a separate non-qualified
      pension benefit program.  Vesting for this enhanced pension
      benefit will occur after 5 years of employment with
    Textron.

            


    

     

     

    
      
        
        

      

      
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              ·

            	
              Deferred
      Income Plan

            


    

    


    Eligibility
to participate in the Deferred Income Plan for Textron Executives or any
successor elective deferred compensation plan offered to Textron’s senior
executives.  As long as you hold the CFO position, you would be
eligible to participate in the Deferred Income Plan as a “Schedule A”
participant, which is the participation level that applies to Textron’s other
senior executives.  The Deferred Income Plan currently provides a
matching contribution equal to 10% of any elective deferred income (not
including deferrals of base salary) that a Schedule A participant allocates to
the Textron stock unit account in the plan.  You would be eligible to
receive this matching contribution to the same extent as other Schedule A
participants.  Textron reserves the right to amend the terms of the
Plan, including the matching contribution.

    


    
      	
              ·

            	
              Severance,
      Health and Welfare Benefits

            


    

     

    Eligibility
to participate in the Key Executive Severance Plan and the Executive Physical
Program. For your reference, I have enclosed a copy of the current Key Executive
Severance Plan, which may be amended from time to time.

    


    You will
also be eligible to participate in Textron’s health, disability, life insurance,
and other welfare benefit programs at the same level as Textron’s other senior
executives. You will be eligible to receive four weeks of vacation
annually.

    


    
      	
              ·

            	
              General
      Provisions

            


    

    


    You will
be covered by the indemnification provisions of Textron’s By-Laws to the same
extent as Textron’s other senior officers.  Textron will cover you
under directors and officers liability insurance for bona fide claims based on
your actions or failure to act in your capacity as a Textron officer in the same
amount and to the same extent as Textron covers its other officers and
directors.

    


    If you
accept this offer of employment with Textron, Textron agrees to reimburse you
for reasonable legal fees and costs (before tax) associated with your review of
the terms of this offer.

    


    All of
the payments and benefits described in this letter are subject to applicable tax
withholding, to the terms and conditions of the Textron plans under which they
are provided (as amended from time to time), and to the requirements of
applicable law.  The dollar amounts and values described in this
letter are gross amounts, before any applicable tax or tax
withholding.

    


    This
letter does not constitute an employment contract for a period of time and
employment may be terminated by you or Textron at any time, with or without
cause.  This offer of at-will employment is subject to Textron’s
normal pre-employment requirements, which include verification of employment and
a mandatory drug test. This letter supersedes any prior agreements or
understandings, oral or written, between you 

     

     

    
      
        
        

      

      
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    and Textron with respect to the
terms of your employment and constitutes the entire agreement of the parties
with respect to the subject matter hereof.   The terms of the
offer will be governed by the laws of Delaware.

     

    This
offer remains in effect until August 1, 2009. We anticipate that you will start
work on or before August 1, 2009.

    


    I am
pleased to offer you this opportunity to join the Textron.

    


    Sincerely,

    
 

    /s/ Lewis B. Campbell

    


    


    I have
read the foregoing offer of at-will employment and agree with, and accept, this
offer subject to the terms and conditions detailed in this letter.

    


    


     

    
      	 Signed:	 /s/Frank
      Connor	 	 Date:	 July 27,
      2009
	 	 Frank
      Connor	 	 	 


    

     

     

    
      
        
        

      

      
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