exv10w10






Exhibit 10.10









 

 






SEVERANCE PLAN FOR

TEXTRON KEY EXECUTIVES



 





As Amended and Restated

Effective January 1, 2010



 

 











 









 








Severance Plan

for Textron Key Executives




As Amended and Restated

Effective January 1,
2010

Table of Contents



	 	 	 	 	 
	Article I — Definitions
	 	 	1	 
	 
	 	 	 	 
	1.01 Board
	 	 	1	 
	 
	1.02 Change in Control
	 	 	1	 
	 
	1.03 Chief Executive Officer
	 	 	2	 
	 
	1.04 Good Reason Termination
	 	 	2	 
	 
	1.05 IRC
	 	 	3	 
	 
	1.06 Key Executive
	 	 	3	 
	 
	1.07 Plan
	 	 	4	 
	 
	1.08 Severance
	 	 	4	 
	 
	1.09 Severance Benefits
	 	 	4	 
	 
	1.10 Severance Pay
	 	 	4	 
	 
	1.11 Textron
	 	 	4	 
	 
	1.12 Textron Company
	 	 	4	 
	 
	 	 	 	 
	Article II — Severance
	 	 	4	 
	 
	 	 	 	 
	2.01 Involuntary Termination
	 	 	4	 
	 
	2.02 Good Reason Termination
	 	 	4	 
	 
	2.03 No Duplication of Benefits
	 	 	4	 
	 
	 	 	 	 
	Article III — Severance Pay and Severance Benefits
	 	 	4	 
	 
	 	 	 	 
	3.01 Amount of Severance Pay
	 	 	5	 
	 
	3.02 Payment of Severance Pay
	 	 	5	 
	 
	3.03 Severance Benefits
	 	 	5	 
	 
	3.04 Release
	 	 	6	 
	 
	3.05 Rehire During Severance Period
	 	 	6	 






			
	 	 	 
	Severance Plan for Textron Key Executives 

Amended and Restated January 1, 2010
	 	Table of Contents

Page i






 









 





	 	 	 	 	 
	Article IV — Unfunded Plan
	 	 	6	 
	 
	 	 	 	 
	4.01 No Plan Assets
	 	 	6	 
	 
	4.02 Welfare Plan Status
	 	 	6	 
	 
	4.03 No Contributions
	 	 	6	 
	 
	 	 	 	 
	Article V — Plan Administration
	 	 	6	 
	 
	 	 	 	 
	5.01 Plan Administrator’s Powers
	 	 	6	 
	 
	5.02 Delegation of Administrative Authority
	 	 	7	 
	 
	5.03 Tax Withholding
	 	 	7	 
	 
	5.04 Use of Third Parties to Assist with Plan Administration
	 	7	 
	 
	5.05 Claims Procedure
	 	 	7	 
	 
	5.06 Enforcement Following a Change in Control
	 	 	9	 
	 
	 	 	 	 
	Article VI — Amendment and Termination
	 	 	9	 
	 
	 	 	 	 
	6.01 Amendment or Termination
	 	 	9	 
	 
	6.02 Restrictions on Amendment or Termination
	 	 	9	 
	 
	6.03 Delegation of Amendment Authority
	 	 	9	 
	 
	 	 	 	 
	Article VII — Miscellaneous
	 	 	10	 
	 
	 	 	 	 
	7.01 Use of Masculine or Feminine Pronouns
	 	 	10	 
	 
	7.02 Transferability of Plan Benefits
	 	 	10	 
	 
	7.03 Section 409A Compliance
	 	 	10	 
	 
	7.04 Controlling State Law
	 	 	10	 
	 
	7.05 No Right to Employment
	 	 	10	 
	 
	7.06 Additional Conditions Imposed
	 	 	10	 






 









 





	 	 	 	 	 	 	 
	APPENDIX A

	 	Grandfathered Change in Control Definition
	 	 	A-1	 
	 
	APPENDIX B

	 	Grandfathered Good Reason Termination Definition
	 	 	B-1	 
	 
	APPENDIX C

	 	Grandfathered Severance Pay Formula
	 	 	C-1	 
	 
	APPENDIX D

	 	Form of Release
	 	 	D-1	 






 









 





SEVERANCE PLAN FOR

TEXTRON KEY EXECUTIVES




     This Plan has been established for the benefit of certain Textron Executives to secure their
goodwill, loyalty and achievement, and in consideration of their past service.



     The Plan was amended and restated, effective January 1, 2008, to incorporate those terms
necessary or advisable to ensure that severance benefits provided under the Plan are exempt from or
comply with Section 409A of the Internal Revenue Code of 1986, as amended. The Plan has been
amended from time to time since the previous restatement. This restatement of the Plan reflects
all amendments adopted through the date of this restatement.



Article I — Definitions




     Whenever used in this document, the following terms shall have the meanings set forth in this
Article, unless a contrary or different meaning is expressly provided:




	1.01	 	“Board” means the Board of Directors of Textron.






	1.02	 	“Change in Control” means, for any Key Executive who was not an employee of a
Textron Company on December 31, 2007:






	 	(a)	 	any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the “Act”) and of IRC Section 409A)
other than Textron, any trustee or other fiduciary holding Textron common stock under
an employee benefit plan of Textron or a related company, or any corporation which is
owned, directly or indirectly, by the stockholders of Textron in substantially similar
proportions as their ownership of Textron common stock






	 	(1)	 	becomes (other than by acquisition from Textron or a related
company) the “beneficial owner” (as defined in Rule 13d-3 under the Act) of
stock of Textron that, together with other stock held by such person or group,
possesses more than 50% of the combined voting power of Textron’s
then-outstanding voting stock, or
	 
	 	(2)	 	acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person) beneficial
ownership of stock of Textron possessing more than 30% of the combined voting
power of Textron’s then-outstanding stock, or
	 
	 	(3)	 	acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person) all or
substantially all of the total gross fair market value of all of the assets of
Textron immediately prior to such acquisition or





			
	 	 	 
	Severance Plan for Textron Key Executives 

Amended and Restated January 1, 2010
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	 	 	 	acquisitions (where gross fair market value is determined without regard
to any associated liabilities); or






	 	  (b)	 	a merger or consolidation of Textron with any other corporation
occurs, other than a merger or consolidation that would result in the voting
securities of Textron outstanding immediately before the merger or consolidation
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) 50% or more of the combined voting
power of the voting securities of Textron or such surviving entity outstanding
immediately after such merger or consolidation, or
	 
	 	  (c)	 	during any 12-month period, a majority of the members of the Board is
replaced by directors whose appointment or election is not endorsed by a majority
of the members of the Board of Directors before the date of their appointment or
election.






	 	 	Each of the events described above will be treated as a “Change in Control” only to the
extent that it is a change in ownership, change in effective control, or change in the
ownership of a substantial portion of Textron’s assets within the meaning of IRC Section
409A.
	 
	 	 	For any Key Executive who was an employee of a Textron Company on December 31, 2007,
the definition set forth above in this Section 1.02 shall be used to determine whether an
event is a “Change in Control” to the extent that the event would alter the time or form of
payment of the Key Executive’s benefit. To the extent that the event would cause any
change in the Key Executive’s rights under the Plan that does not affect the status of the
Key Executive’s benefit under IRC Section 409A (including, but not limited to, accelerated
vesting of the Key Executive’s benefit or restrictions on amendments to the Plan), the
definition set forth in Appendix A shall be used to determine whether the event is a
“Change in Control.”






	1.03	 	“Chief Executive Officer” means the Chief Executive Officer of Textron.






	1.04	 	“Good Reason Termination” means, for any Key Executive who was not an employee of a Textron
Company on December 31, 2007:






	 	(a)	 	The Key Executive’s Severance occurs during a two-year period following the
initial existence of one or more of the following conditions arising without the
consent of the Key Executive:






	 	(1)	 	A material diminution in the Key Executive’s base
compensation.
	 
	 	(2)	 	A material diminution in the Key Executive’s authority,
duties, or responsibilities.





			
	 	 	 
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	 	(3)	 	A material diminution in the authority, duties, or responsibilities of the
supervisor to whom the Key Executive is required to report, including a
requirement that the Key Executive report to a corporate officer or employee
instead of reporting directly to the Board.
	 
	 	(4)	 	A material diminution in the budget over which the Key
Executive retains authority.
	 
	 	(5)	 	A material change in the geographic location at which the Key
Executive must perform services.
	 
	 	(6)	 	Any other action or inaction that constitutes a material
breach by a Textron Company of the agreement, if any, under which the Key
Executive provides services.






	 	(b) 	 	The amount, time, and form of payment upon the Separation From Service must
be substantially identical with the amount, time, and form of payment payable as a
result of an actual involuntary Separation From Service, to the extent such a right
exists.
	 
	 	(c) 	 	The Key Executive must provide notice of the existence of a condition
described in subsection (a), above, within 90 days after the initial existence of the
condition. Upon receiving the notice, the Textron Company shall have a period of 30
days during which it may remedy the condition and not be required to pay any Severance
Pay or Severance Benefit that otherwise would be due upon a Good Reason Termination.






	 	 	For any Key Executive who was an employee of a Textron Company on December 31, 2007, the
definition set forth in Appendix B shall be used to determine whether the Key Executive’s
Severance is a “Good Reason Termination.”






	1.05	 	“IRC” means the Internal Revenue Code of 1986, as amended. References to any section of the
Internal Revenue Code shall include any final regulations interpreting that section.






	1.06	 	“Key Executive” means an employee of a Textron Company who has been and continues to be
designated as a Key Executive under the Plan by the Chief Executive Officer and Chief Human
Resources Officer of Textron. A Key Executive may subsequently waive participation in this
Plan by an express written instrument to that effect. A Key Executive shall not become
entitled to separation pay under any other plan or arrangement maintained by a Textron Company
as a result of having waived his participation in this Plan. An individual shall not be a
Key Executive for purposes of this Plan, and shall not be eligible for any benefit provided
under this Plan, during any period in which the individual is covered by





			
	 	 	 
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Amended and Restated January 1, 2010
	 	Page 3






 









 






	 	 	an offer letter or employment agreement with Textron that provides severance pay at least
equal to the Severance Pay provided under this Plan.
	 
	1.07	 	“Plan” means this Severance Plan for Textron Key Executives, as amended and restated from
time to time.
	 
	1.08	 	“Severance” means a Key Executive’s termination of employment with all Textron Companies,
other than by reason of death or Total Disability, that qualifies as an “involuntary
separation from service” for purposes of IRC Section 409A, and that occurs in circumstances
described in Article II.
	 
	1.09	 	“Severance Benefits” means medical or dental benefits described in and payable under Section
3.03.
	 
	1.10	 	“Severance Pay” means the amount described in and payable under Sections 3.01 and 3.02.
Notwithstanding any provision of any other plan, contract, or arrangement to which a Textron
Company is a party, including without limitation any employee benefit plan, Severance Pay
shall not be taken into account in determining the amount of any benefit or compensation
thereunder.
	 
	1.11	 	“Textron” means Textron Inc., a Delaware corporation, and any successor of Textron Inc.
	 
	1.12	 	“Textron Company” means Textron or any company controlled by or under common control with
Textron within the meaning of IRC Section 414(b) or (c).





Article II — Severance





	2.01	 	Involuntary Termination. A Key Executive shall be entitled to Severance Pay if he
incurs a Severance because he is notified in writing by Textron that his employment is being
terminated (other than for less than acceptable performance, as determined by Textron). If a
Key Executive is transferred from a Textron Company to a buyer in connection with a bona fide
sale of substantial assets of Textron, the transfer shall not be regarded as a “Severance” for
purposes of this Section 2.01 unless Textron designates it as a Severance in a written
document or agreement that makes specific reference to this Plan.
	 
	2.02	 	Good Reason Termination. A Key Executive shall also be entitled to Severance Pay if
he incurs a Good Reason Termination within the two-year period immediately following a Change
in Control.
	 
	2.03	 	No Duplication of Benefits. A Key Executive who is entitled to Severance Pay or
Severance Benefits under this Plan shall not be eligible to receive severance pay or severance
benefits under any other severance plan maintained by a Textron Company.





Article III — Severance Pay and Severance Benefits




			
	 	 	 
	Severance Plan for Textron Key Executives 

Amended and Restated January 1, 2010
	 	Page 4






 









 






	3.01	 	Amount of Severance Pay. Severance Pay shall be determined as of the date of
the Key Executive’s Severance. For Key Executives who were eligible to participate in the
Plan on December 31, 2007, Severance Pay shall be determined as provided in Appendix C.
For Key Executives who became eligible to participate in the Plan on or after January 1,
2008, Severance Pay shall equal the sum of:






	 	(a)	 	the Key Executive’s annual rate of base salary at the date of Severance,
except that any reduction in base salary following a Change in Control shall be
disregarded; and






	 	(b)	 	the larger of (1) the average of the Key Executive’s three most recent actual
awards of annual incentive compensation (whether or not deferred) from a Textron
Company, or (2) the Key Executive’s current target incentive compensation under the
annual incentive compensation plan of a Textron Company.






	3.02	 	Payment of Severance Pay. Textron shall pay Severance Pay to the Key Executive in a
single sum within 60 days immediately following Severance. If the Key Executive dies after
his Severance but before this payment has been made, Textron shall pay Severance Pay to the
Key Executive’s surviving spouse, or, if none, to the Key Executive’s issue per stirpes, or,
if no surviving spouse or issue, to the executor or administrator of the Key Executive’s
estate.






	3.03	 	Severance Benefits. In addition, if the Severance occurs following a Change in
Control or under other circumstances approved in writing by Textron’s Chief Executive Officer
and Chief Human Resources Officer, Textron shall provide, at its sole cost, medical and dental
benefits to the Key Executive and to his dependents, on terms which are not less favorable to
them than the terms existing immediately before the Severance of that Key Executive. Such
Severance Benefits shall be continued for the period provided by IRC Section 4980B(f) (but not
longer than 18 months following Severance). If any medical or dental expense reimbursements
otherwise available to a Key Executive under this Section 3.03 would be includable in the Key
Executive’s gross income for federal income tax purposes, the expenses shall be reimbursed
only to the extent that they meet the following conditions:






	 	(a)	 	the expenses are incurred and paid by the Key Executive (or incurred by the
Key Executive and paid by a Textron Company directly to the service provider on the
Key Executive’s behalf);






	 	(b)	 	the expenses would be allowable as a deduction to the Key Executive under IRC
Section 213 (disregarding the requirement that the deduction under that section apply
only to expenses that exceed 7.5% of adjusted gross income); and
	 
	 	(c)	 	the expenses are not reimbursed from a source other than a Textron Company.





			
	 	 	 
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Amended and Restated January 1, 2010
	 	Page 5






 









 






	3.04	 	Release. A Key Executive shall receive Severance Pay and Severance Benefits
under the Plan only if the Key Executive delivers to Textron a release of all claims of the
Key Executive (other than any rights to indemnification, contribution, exculpation,
advances, or directors and officers liability insurance under Textron’s organizational
documents, under any plan or agreement, or at law) with regard to Textron, its subsidiaries
and related entities, and their respective past or present officers, directors, and
employees, in the form attached to this Plan as Appendix D. If the release has not become
irrevocable before the date on which Severance Pay or Severance Benefits are due under the
Plan, the Severance Pay or Severance Benefits shall be forfeited.






	3.05	 	Rehire During Severance Period. If a Key Executive is rehired by a Textron Company
within 12 months after his Severance (or within 18 months after his Severance, in the case of
a Key Executive whose Severance Pay was calculated under Section C.01 of Appendix C), the Key
Executive’s Severance Benefits will cease, and the Key Executive must repay to Textron the
portion of his Severance Pay that corresponds to his remaining severance period. The Key
Executive’s remaining severance period is determined by subtracting the number of whole and
fractional months between the Key Executive’s Severance and the date on which he was rehired
from 12 (or from 18, in the case of a Key Executive whose Severance Pay was calculated under
Section C.01 of Appendix C). The repayment shall include any taxes withheld from the
Severance Pay, unless IRS rules permit (and Textron approves) a repayment net of taxes.
Before returning to work, the Key Executive must write Textron a check for the full amount
due.





Article IV — Unfunded Plan





	4.01	 	No Plan Assets. Severance Pay and Severance Benefits to be provided under this Plan
are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to
segregate any monies from its general funds, to create any trust, to make any special
deposits, or to purchase any policies of insurance with respect to such obligations.






	4.02	 	Welfare Plan Status. This Plan is intended to be a welfare plan providing benefits
for a select group of management employees who are highly compensated, pursuant to Sections
3(1) and 104(a)(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), and 29 C.F.R. § 2520.104-24.






	4.03	 	No Contributions. No Key Executive shall be required or permitted to make
contributions to this Plan.





Article V — Plan Administration





	5.01	 	Plan Administrator’s Powers. Textron shall have all such powers as may be necessary
to carry out the provisions of this Plan. Textron may from time to time establish rules for
the administration of this Plan and the transaction of its business. Subject to Section 5.05,
any actions by Textron shall be final,





			
	 	 	 
	Severance Plan for Textron Key Executives 

Amended and Restated January 1, 2010
	 	Page 6






 









 






	   	 	conclusive and binding on each Key Executive and all
persons claiming by, through or under any Key Executive. Textron (and any person or persons
to whom it delegates any of its authority as plan administrator) shall have discretionary
authority to determine eligibility for Plan benefits, to construe the terms of the Plan,
and to determine all questions arising in the administration of the Plan. The Board may
exercise Textron’s authority as plan administrator, and the authority to administer the
Plan may be delegated as provided in Section 5.02.






	5.02	 	Delegation of Administrative Authority. The Board may, to the extent permitted by applicable
law, make a non-exclusive written delegation of the authority to administer the Plan to a
committee of the Board or to one or more officers of Textron. The Board may, to the extent
permitted by applicable law, authorize a committee of the Board or officer of Textron to make
a further delegation of the authority to administer the Plan.






	5.03	 	Tax Withholding. Textron may withhold from Severance Pay and Severance Benefits any
taxes or other amounts required by law to be withheld. Textron may deduct from the
undistributed portion of a Key Executive’s benefit any employment tax that Textron reasonably
determines to be due with respect to the benefit under the Federal Insurance Contributions Act
(FICA), and an amount sufficient to pay the income tax withholding related to such FICA tax.
Alternatively, Textron may require the Key Executive to remit to Textron or its designee an
amount sufficient to satisfy any applicable federal, state, and local income and employment
tax with respect to the Key Executive’s benefit. The Key Executive shall remain responsible
at all times for paying any federal, state, or local income or employment tax with respect to
any benefit under this Plan. In no event shall Textron or any employee or agent of Textron be
liable for any interest or penalty that a Key Executive incurs by failing to make timely
payments of tax.






	5.04	 	Use of Third Parties to Assist with Plan Administration. Textron may employ or
engage such agents, accountants, actuaries, counsel, other experts and other persons as it
deems necessary or desirable in connection with the interpretation and administration of this
Plan. Textron and its committees, officers, directors and employees shall not be liable for
any action taken, suffered or omitted by them in good faith in reliance upon the advice or
opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken,
suffered or omitted shall be conclusive upon each of them and upon all other persons
interested in this Plan.






	5.05	 	Claims Procedure. A Key Executive or the surviving spouse or beneficiary of a Key
Executive who believes that he is being denied a benefit to which he is entitled under the
Plan (referred to in this Section 5.05 as a “Claimant”) may file a written request with
Textron setting forth the claim. Textron shall consider and resolve the claim as set forth
below.





			
	 	 	 
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Amended and Restated January 1, 2010
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	 	(a)	 	Time for Response. Upon receipt of a claim, Textron shall advise the
Claimant that a response will be forthcoming within 90 days. Textron may, however,
extend the response period for up to an additional 90 days for reasonable cause, and
shall notify the Claimant of the reason for the extension and the expected response
date. Textron shall respond to the claim within the specified period.
	 
	 	(b)	 	Denial. If the claim is denied in whole or part, Textron shall
provide the Claimant with a written decision, using language calculated to be
understood by the Claimant, setting forth (1) the specific reason or reasons for such
denial; (2) the specific reference to relevant provisions of this Plan on which such
denial is based; (3) a description of any additional material or information necessary
for the Claimant to perfect his claim and an explanation why such material or such
information is necessary; (4) appropriate information as to the steps to be taken if
the Claimant wishes to submit the claim for review; (5) the time limits for requesting
a review of the claim; and (6) the Claimant’s right to bring an action for benefits
under Section 502 of ERISA.
	 
	 	(c)	 	Request for Review. Within 60 days after the Claimant’s receipt of
the written decision denying the claim in whole or in part, the Claimant may request
in writing that Textron review the determination. The Claimant or his duly authorized
representative may, but need not, review the relevant documents and submit issues and
comment in writing for consideration by Textron. If the Claimant does not request a
review of the initial determination within such 60-day period, the Claimant shall be
barred from challenging the determination.
	 
	 	(d)	 	Review of Initial Determination. Within 60 days after Textron
receives a request for review, it will review the initial determination. If special
circumstances require that the 60-day time period be extended, Textron will so notify
the Claimant and will render the decision as soon as possible, but no later than 120
days after receipt of the request for review.
	 
	 	(e)	 	Decision on Review. All decisions on review shall be final and
binding with respect to all concerned parties. The decision on review shall set
forth, in a manner calculated to be understood by the Claimant, (1) the specific
reasons for the decision, shall including references to the relevant Plan provisions
upon which the decision is based; (2) the Claimant’s right





			
	 	 	 
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Amended and Restated January 1, 2010
	 	Page 8






 









 






	 	 	 	to receive, upon request and free of charge, reasonable access to and copies of all
documents, records, and other information, relevant to his benefits; and (3) the
Claimant’s right to bring a civil action under Section 502 of ERISA.






	5.06	 	Enforcement Following a Change in Control. If, after a Change in Control, any claim
is made or any litigation is brought by a Key Executive or any person claiming through a Key
Executive to enforce or interpret any provision contained in this Plan, Textron and the
“person” or “group” described in Section 1.02 shall be liable, jointly and severally, to
reimburse the Key Executive’s or other claimant’s reasonable attorney’s fees and costs
incurred during the Key Executive’s or other claimant’s lifetime in pursuing any such claim or
litigation, and to pay prejudgment interest at the Prime Rate as quoted in the Money Rates
section of The Wall Street Journal on any money award or judgment obtained by the Key
Executive or other claimant, payable at the same time as the underlying award or judgment.
Any reimbursement pursuant to the preceding sentence shall be paid to the Key Executive or
other claimant no earlier than six months after the Severance date and no later than the end
of the calendar year following the year in which the expense was incurred. The reimbursement
shall not be subject to liquidation or exchange for another benefit, and the amount of
reimbursable expense incurred in one year shall not affect the amount of reimbursement
available in another year.





Article VI — Amendment and Termination





	6.01	 	Amendment or Termination. Subject to Section 6.02, below, the Board or its designee
shall have the right to amend, modify, suspend, or terminate this Plan at any time by written
resolution or other formal action reflected in writing.






	6.02	 	Restrictions on Amendment or Termination. No amendment, modification, suspension, or
termination shall adversely affect a Key Executive’s right to receive Severance Pay, Severance
Benefits, or legal defense costs and prejudgment interest described in Section 5.06 that are
payable as the result of the Severance of the Key Executive before the earlier of the adoption
date or effective date of the amendment, modification, suspension, or termination. No
amendment, modification suspension, or termination shall be effective during the two-year
period immediately following a Change in Control, unless the Key Executive who is potentially
affected by the amendment, modification, suspension, or termination consents in writing.






	6.03	 	Delegation of Amendment Authority. The Board may, to the extent permitted by applicable law,
make a non-exclusive written delegation of the authority to amend the Plan to a committee of
the Board or to one or more officers of Textron. The Board may, to the extent permitted by
applicable law, authorize a committee of the Board to make a further delegation of the
authority to amend the Plan.





			
	 	 	 
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Amended and Restated January 1, 2010
	 	Page 9






 









 





Article VII — Miscellaneous





	7.01	 	Use of Masculine or Feminine Pronouns. Unless a contrary or different meaning is
expressly provided, each use in this Plan of the masculine or feminine gender shall include
the other and each use of the singular number shall include the plural.






	7.02	 	Transferability of Plan Benefits. No Severance Pay or Severance Benefit shall be
subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any
kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any
Severance Pay or Severance Benefit, whether presently or subsequently payable, shall be void
unless so approved. Except as required by law, no benefit payable under this Plan shall in
any manner be subject to garnishment, attachment, execution, or other legal process, or be
liable for or subject to the debts or liability of any Key Executive.






	7.03	 	Section 409A Compliance. Severance Pay and Severance Benefits are intended to be
exempt from IRC Section 409A, and legal defense costs and prejudgment interest described in
Section 5.06 are intended to comply with IRC Section 409A. The Plan should be interpreted
accordingly. To the extent that a provision of this Plan does not comply with IRC Section
409A, such provision shall be void and without effect. Textron does not warrant that the Plan
will comply with IRC Section 409A with respect to any participant or with respect to any
payment, however. In no event shall any Textron Company, or any director, officer, or
employee of a Textron Company (other than the Key Executive) be liable for any additional tax,
interest, or penalty incurred by a Key Executive as a result of the Plan’s failure to satisfy
the requirements of IRC Section 409A, or as a result of the Plan’s failure to satisfy any
other requirements of applicable tax laws.






	7.04	 	Controlling State Law. This Plan shall be construed in accordance with the laws of
the State of Delaware.






	7.05	 	No Right to Employment. Nothing contained in this Plan shall be construed as a
contract of employment between any Key Executive and any Textron Company, or to suggest or
create a right in any Key Executive of continued employment at any Textron Company.






	7.06	 	Additional Conditions Imposed. Textron, the Chief Executive Officer and the Chief
Human Resources Officer may impose such other lawful terms and conditions on participation in
this Plan as deemed desirable. The Chief Executive Officer and the Chief Human Resources
Officer may participate in this Plan.





			
	 	 	 
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Amended and Restated January 1, 2010
	 	Page 10











 









 










IN WITNESS WHEREOF, Textron Inc. has caused this amended and restated Plan to be executed by its
duly authorized officer, to be effective as of January 1, 2010.




	 	 	 	 	 
	 	 	TEXTRON INC.

 	 
	 	By:  	
 	 
	 	 	Cathy Streker 	 
	 	Date: 	Vice President Human Resources
and Benefits


 February     , 2010 	 
	 



			
	 	 	 
	Severance Plan for Textron Key Executives 

Amended and Restated January 1, 2010
	 	Page 11






 









 





Severance Plan 

for Textron Key Executives




As Amended and Restated

Effective January 1,
2010



APPENDIX A



Grandfathered Change in Control Definition


For any Key Executive who was an employee of a Textron Company on December 31, 2007, the following
definition shall be used under Section 1.02 to determine whether an event is a “Change in Control”
for purposes of the Plan:





	 	 	A “Change in Control” shall occur if (i) any “person” or “group” (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”))
other than Textron, any trustee or other fiduciary holding Textron common stock under an
employee benefit plan of Textron or a related company, or any corporation which is owned,
directly or indirectly, by the stockholders of Textron in substantially the same
proportions as their ownership of Textron common stock, is or becomes (other than by
acquisition from Textron or a related company) the “beneficial owner” (as defined in Rule
13d-3 under the Act) of more than 30% of the then outstanding voting stock of Textron, or
(ii) during any period of two consecutive years, individuals who at the beginning of such
period constitute the Board (and any new director whose election by the Board or whose
nomination for election by Textron’s stockholders was approved by a vote of at least two
thirds of the directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority thereof, or (iii) stockholders of Textron approve a
merger or consolidation of Textron with any other corporation, other than a merger or
consolidation which would result in the voting securities of Textron outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of Textron or such surviving entity
outstanding immediately after such merger or consolidation, or (iv) the stockholders of
Textron approve a plan of complete liquidation of Textron or an agreement for the sale or
disposition by Textron of all or substantially all of Textron’s assets.





			
	 	 	 
	Severance Plan for Textron Key Executives 

As Amended and Restated January 1, 2010
	 	Appendix A

Page A-1






 









 





Severance Plan 

for Textron Key Executives




As Amended and Restated

Effective January 1,
2010



APPENDIX B



Grandfathered Good Reason Termination Definition


For any Key Executive who was an employee of a Textron Company on December 31, 2007, the following
definition shall be used under Section 1.04 to determine whether an event is a “Good Reason
Termination” for purposes of the Plan:





	 	 	A Key Executive’s Severance within the two-year period immediately following a Change in
Control shall be a “Good Reason Termination” he leaves Textron employment under the conditions
described in subsection (a) or (b), below. A termination pursuant to this Appendix B shall be
treated as a Good Reason Termination for purposes of the Plan only if the conditions that cause
the Key Executive to leave employment result in a material negative change in the employment
relationship, so that his termination effectively constitutes an involuntary separation from
service within the meaning of IRC Section 409A. The Key Executive must give Textron written
notice of a condition described in subsection (a) or (b), below, within 90 days after the
condition arises, and must give Textron at least 30 days to remedy the condition before the Key
Executive leaves Textron employment.






	 	(a)	 	The Key Executive’s position, authority or responsibilities, the type of work which
the Key Executive is asked to perform, the Key Executive’s base salary or opportunity to
earn incentive compensation, the Key Executive’s working conditions and perquisites, or
the status and stature of the people with whom the Key Executive is asked to work, are not
comparable to that existing with respect to the Key Executive on the day before the date
of the Change in Control (except to the extent, if any, to which the Key Executive
expressly agrees in writing); or
	 
	 	(b)	 	the Key Executive’s services may not be performed at the location where the Key Executive was
employed on the day before the date of the Change in Control or at such other location as may be
mutually agreed by Textron and the Key Executive.





			
	 	 	 
	Severance Plan for Textron Key Executives 

Amended and Restated January 1, 2010
	 	Appendix B

Page B-1






 









 





Severance Plan 

for Textron Key Executives




As Amended and Restated

Effective January 1,
2010



APPENDIX C



Grandfathered Severance Pay Formula




	C.01	 	For Key Executives who were eligible to participate in the Plan on December 31, 2007, and who
were either Textron corporate officers or segment heads on that date, Severance Pay for
purposes of Section 3.01 shall equal 150% of the sum of:






	 	(a)	 	the Key Executive’s annual rate of base salary at the date of Severance,
except that any reduction in base salary following a Change in Control shall be
disregarded; and
	 
	 	(b)	 	the larger of (1) the average of the Key Executive’s three most recent actual
awards of annual incentive compensation (whether or not deferred) from a Textron
Company, or (2) the Key Executive’s current target incentive compensation under the
annual incentive compensation plan of a Textron Company.






	C.02	 	For Key Executives who were eligible to participate in the Plan on December 31, 2007, but who
were neither Textron corporate officers nor segment heads on that date, Severance Pay for
purposes of Section 3.01 shall equal the sum of:






	 	(a)	 	the Key Executive’s annual rate of base salary at the date of Severance,
except that any reduction in base salary following a Change in Control shall be
disregarded; and
	 
	 	(b)	 	the larger of (1) the average of the Key Executive’s three most recent actual
awards of annual incentive compensation (whether or not deferred) from a Textron
Company, or (2) the Key Executive’s current target incentive compensation under the
annual incentive compensation plan of a Textron Company.





			
	 	 	 
	Severance Plan for Textron Key Executives 

Amended and Restated January 1, 2010
	 	Appendix C

Page C-1






 









 





Severance Plan 

for Textron Key Executives

As Amended and Restated

Effective January 1,
2010




APPENDIX D



Form of Release


NOTICE: YOU MAY CONSIDER THIS GENERAL RELEASE OF CLAIMS FOR UP TO TWENTY-ONE (21) DAYS FROM YOUR
NOTICE OF TERMINATION. IF YOU DECIDE TO SIGN IT, YOU MAY REVOKE THIS GENERAL RELEASE OF CLAIMS
WITHIN SEVEN (7) DAYS AFTER SIGNING IT. IF YOU REVOKE THE RELEASE WITHIN THIS PERIOD, YOUR
REVOCATION MUST BE IMMEDIATELY SUBMITTED IN WRITING AS DESCRIBED IN THE RELEASE. YOU MIGHT WISH
TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS DOCUMENT.




TEXTRON, INC.




GENERAL RELEASE OF CLAIMS



     The Severance Plan for Textron Key Executives (the “Severance Plan”) states that I will
receive certain payments and benefits in the event of the termination of my employment with Textron
Inc. (“Textron”) only if I execute a general release of claims and I do not revoke the general
release during the applicable revocation period. In consideration of the payments and benefits
that I will receive under the Severance Plan, on behalf of myself and on behalf of any person
acting by, through, or under me (collectively, the “Executive Releasors”), I hereby release, waive,
and forever discharge Textron, Inc.; its current and former subsidiaries and related entities; its
and their respective past or present officers and directors; its and their employees, fiduciaries,
agents, and insurers (but only in their capacity as employees, fiduciaries, agents, or insurers of
Textron and its current and former subsidiaries and related entities); and the successors and
assigns of each of them (collectively, the “Textron Releasees”) from any and all liability,
charges, causes of action, demands, damages, or claims for relief of any kind whatsoever, whether
known or unknown at this time, arising out of, or connected with, my employment with Textron and/or
the termination of my employment from the beginning of the world through the effective date of this
Release. The claims waived by me under this General Release of Claims (the “Release”) include, but
are not limited to, all matters in law, in equity, in contract, in tort, or pursuant to statute,
including any claim for discrimination in employment on the basis of age, race, sex, national
origin, disability, religion, or any other type of discrimination under the Age Discrimination in
Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act, or other federal, state or local law or ordinance, to the fullest extent permitted under law.



 









 





     This Release does not apply to any claims or rights that may arise after the date I signed
this Release. I understand that Textron is not admitting to any violation of my rights or any duty
or obligation owed to me.



Exclusions




     Excluded from this Release are my claims that, by law, cannot be waived, including but not
limited to (1) the right to file a charge with or participate in an investigation conducted by
certain government agencies including, but not limited to, the United States Equal Employment
Opportunity Commission, (2) any rights or claims to benefits accrued under benefit plans maintained
by Textron under the Employee Retirement Income Security Act, and (3) any claims that cannot be
waived under the Fair Labor Standards Act or the Family and Medical Leave Act. Also excluded from
this Release are my claims for payments, benefits, indemnity, contribution, exculpation, advances,
and insurance that are expressly excluded from the requirement that I execute a Release by specific
reference in the Severance Plan.



Acknowledgements




     I acknowledge and agree to the following:




	 	1.	 	The benefits I am receiving under the Severance Plan constitute consideration
over and above any benefits that I might be entitled to receive without executing this
Release;
	 
	 	2.	 	Textron advised me in writing to consult with an attorney prior to signing this
Release;
	 
	 	3.	 	I was given a period of at least twenty-one (21) days within which to consider
this Release; and
	 
	 	4.	 	Textron has advised me of my statutory right to revoke my agreement to this
Release at any time within seven (7) days after my signing this Release.





Representations and Warranties




     I warrant and represent that my decision to sign this Release was entirely voluntary on my
part. My decision was not made in reliance on any inducement, promise, or representation, whether
express or implied, other than the inducements, representations, and promises expressly set forth
herein and in the Severance Plan, and my decision did not result from any threats or other coercive
activities to induce my agreement to this Release.



     In addition, I warrant and represent that neither I nor any other Executive Releasor will sue
Textron or any other Textron Releasee in any forum for any claim covered by this Release, except
that I may bring a claim under ADEA to challenge this Release.



     I further warrant and represent that I fully understand and appreciate the consequences of my
signing this Release.



 









 





     Textron further warrants and represents that it has obtained or will obtain any approvals that
are necessary for Textron to enter into and abide by the terms of this Release.



Revocation




     If I decide to exercise my right to revoke this Release within seven (7) days after my
agreement to this Release, I warrant and represent that I will notify Textron in writing of my
intent to revoke this Release, and that I will simultaneously return in full any consideration
received from Textron that was subject to the condition that I execute a general release of claims.



Entire Agreement




     This Release, except to the extent specifically provided otherwise herein, supersedes any
prior agreements or understandings, oral or written, between the parties hereto with respect to the
subject matter hereof and constitutes the entire agreement of the parties with respect to the
subject matter hereof.



Modification




     This Release shall not be varied, altered, modified, canceled, changed, or in any way amended,
nor any provision hereof waived, except by mutual agreement of the parties in a written instrument
executed by the parties hereto or their legal representatives.



Successors and Assigns




     This Release shall inure to the benefit of and be binding upon each of the parties and their
respective successors and assigns; provided, however, that neither this Release nor
any of the rights, interests, or obligations hereunder shall be assigned by either of the parties
hereto without the prior written consent of the other party, and no assignment of any right,
interest or obligation shall release any such assigning party therefrom unless the other party
shall have consented to such release in writing specifically referring to the right, interest or
obligation from which such assigning party is to be released. Any purported assignment in
violation of this paragraph shall be void and of no force or effect. This paragraph shall not
prevent any successor to a Textron Releasee from receiving the benefit of (and being bound by) the
Release automatically, without the need for prior written consent by the Executive Releasors.



Governing Law




     The provisions of this Release shall be construed and enforced in accordance with the laws of
the State of Delaware, without regard to any otherwise applicable principles of conflicts of laws.



 









 





Counterparts




     This Release may be executed in two (2) or more counterparts, each of which shall be deemed to
be an original, but all of which together will constitute one and the same agreement.



     IN WITNESS WHEREOF, the Executive and Textron have executed this Release as of the day and
year first above written.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	[EXECUTIVE]	 	 
	 
	 	 	 	 	 	 
	 	 	TEXTRON INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title: