RTN-03.29.2015-Exhibit 10.1






Exhibit 10.1
	
						
	Raytheon
	 
	 
	Thomas A. Kennedy
	 
	Raytheon Company

	 
	 
	Chairman and CEO
	 
	870 Winter Street

	 
	 
	 
	781.522.6400 business
	 
	Waltham, Massachusetts

	 
	 
	 
	781.522.6401 fax
	 
	02451 USA

	 
	 
	 
	tkennedy1@raytheon.com
	 
	 




January 15, 2015


Jay B. Stephens


Re:  Transition Agreement 


Dear Jay:


This Transition Agreement ("Agreement") confirms the understandings we have reached with respect to your retirement from employment with Raytheon Company.


1.Retirement Date: Your separation date from Raytheon will be June 30, 2015, with your retirement commencing July 1, 2015. During the period of employment from April 1, 2015 to June 30, 2015 you may continue to participate in professional related organizations of which you are a member with reasonable expenses provided by the Company to support such meeting activities.


		
	2.
	Results Based Incentive ("RBI") Bonuses: You will receive an RBI payment for 2014 of


$1,300,000. The payment will be made at the normal timeframe in 2015 that payment is made to all eligible employees. You will receive an RBI payment for 2015 of $800,000 to be paid June 30, 2015.


		
	3.
	Restricted Stock Awards: You will be granted Restricted Stock Units with a value of


$1,000,000, awarded in March 2015 in conjunction with the Company's annual Restricted Stock Grants, subject to approval by the Raytheon Board of Directors. The Award of such Restricted Stock Units shall be subject to the terms of related Restricted Stock Unit Award Agreements and shall vest on the third anniversary of the award.


Treatment of your unvested restricted share awards will be according with the provisions of the Plan under which they were granted and the Grant Agreements. Restricted Shares, on which the restrictions have not lapsed as of the separation date, will be forfeited as of that date. In lieu thereof, subject to approval by the Board of Directors, a grant of new Restricted Stock Units of the same number of shares will be effective upon retirement with your commitment to support the General Counsel and Secretary leadership transition, acceptance of this Agreement, and the terms of the attached Restricted Stock Unit Agreement (Exhibit A). These Restricted Stock Units will vest in equal portions over two years in accordance with and subject to the terms and conditions of the attached Restricted Stock Unit Agreement.


4.LTPP Stock Units: Payout (if earned) will be based on the performance achieved for the three year cycle pursuant to the terms of the LTPP Plan. As of the date of this document, you have awards at target of 57,739 shares of restricted stock units awarded under the following LTPP Programs and prorated to June 30, 2015:
	
				
	Plan Year
	Target Shares
	Prorata target shares based on months
	Payable in February

	2012-2014
	24,140
	36/36 mths  = 24,140 shares
	2015

	2013-2015
	20,619
	30/36 mths = 17,183 shares
	2016

	2014-2016
	12,980
	18/36 mths = 6,490 shares
	2017















5.Senior Executive Life Insurance: Reductions to life insurance coverage began on December 1, 2011 (the first day of the month following your 65th birthday), with subsequent reductions occurring every December thereafter until 2016, when a final capped benefit of $600,000 is reached.


6.Other Benefits: In addition to Senior Executive Life Insurance coverage, you are eligible for company sponsored retiree life insurance in the amount of $2,000. You are also eligible to receive a maximum of $12,000 per year for 3 years ($36,000) following retirement for financial services. A detailed retirement portfolio will be prepared for you to explain both your pension payout options and your healthcare options in retirement. The Human Resource organization is prepared to walk you through the detail and assist you with your transition of benefits.


		
	7.
	Paid Time Off: You will be paid any accrued but unused PTO as of your separation date.




8.Advisory Services: Between the dates of July 1, 2015 and December 31, 2015, at mutually agreed times, you will be available up to three days a month to provide Advisory Services on behalf of Raytheon Company at no additional compensation . Assignment of any Advisory Service responsibilities will be at the direction of the Raytheon Company Chief Executive Officer, with reasonable expenses and first class air travel provided by the Company to support any Advisory Service responsibilities.


		
	9.
	General Release: You agree to execute the General Release attached hereto.




10.Legal Proceedings: You agree that you will cooperate fully with the Company, regarding existing and future legal or administrative proceedings or asserted claims relating to events which occurred during your employment in which Raytheon is a party, and as to which you might in the Company's view have personal knowledge, including without limitation the execution of affidavits or other documents providing information requested by Raytheon Company.


11.Security Clearance: In the course of your employment at Raytheon, you may have come into possession of or exposure to matters due to your security clearance. The Company reminds you that disclosure of any information which came to you as a result of your security clearance, including work product, company plans and other matters, shall not be discussed or revealed in any way, except if required to do so pursuant to a proceeding instituted by an appropriate government agency or at the request of an authorized company agent. The Company shall continue to hold your DOD collateral TS security clearance as appropriate or until it is otherwise transferred to an appropriate sponsor.


12.Confidential and Proprietary Information: You agree to keep all confidential and proprietary information of the Company, its subsidiaries and affiliated companies, including joint venture partners, strictly confidential except to the extent disclosure is required by law or court order, and except to the extent that such confidential and proprietary information has become public through no fault of your own.


13.Ethics Compliance: You hereby represent and warrant that, to the best of your knowledge, you have complied in full with all Raytheon Company policies related to ethics, and have disclosed to the Company all matters which were required to be disclosed by said policies.


14.Confidentiality of This Agreement: Except as otherwise required by law or regulation, you agree to keep the terms and conditions of this Agreement confidential and will not disclose the terms  hereof to anyone,  except to immediate family  members, tax accountants,  lawyers, financial advisors, the Internal Revenue Service or any other taxing authority and/or others who have a reasonable need to know the terms hereof.


15.Insider Information: In the course of your responsibilities, you may constitute an "insider" for securities law purposes. We would like to remind you that any financial plan, program, estimate or 









matter not readily available to the general public shall be kept in strictest confidence and may not be disclosed or discussed.


16.Non-Disparagement Agreement: You and Raytheon Company mutually agree not to disparage one another. Raytheon, its officers, directors and employees, and you shall have the right to make truthful responses to any charges, accusations or allegations, and no such response shall be considered a breach of this non-disparagement agreement.


17.Governing Law and Arbitration: This Agreement shall be governed by and construed and enforced in accordance with the laws of Massachusetts. Any dispute arising under this Agreement shall be settled exclusively through arbitration. Such arbitration shall be conducted in accordance with the rules of the American Arbitration Association before a single arbitrator in the city to be determined by mutual agreement. The decision of the arbitrator shall be final and binding on both parties. Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction.


You understand that, if you elect to revoke the Release attached hereto within seven (7) days after its execution, this Letter Agreement shall be null and void and each party will have all rights and obligations afforded them under the law as if this Letter Agreement had not been signed by the parties and as if the Release had never been signed by you. You agree, in the event of revocation of the Release, to immediately return any consideration received in support of said Release.


This Agreement shall be binding upon and inure to the benefit of you and Raytheon Company and each of your respective successors and assigns.


This Agreement sets forth the entire agreement and understandings of the parties and supersedes all previous discussions, commitments or agreements.


If you have any questions about this Agreement, please contact me.




Sincerely,


 /s/ Thomas A. Kennedy      
Thomas A. Kennedy
Date: January 17, 2015













































GENERAL RELEASE


I agree to accept the benefits and payments set forth in the Transition Agreement dated, January 15, 2015, as full satisfaction in all respects of any and all obligations of any kind which might otherwise be due me from Raytheon Company. I hereby specifically waive, remise, release and forever discharge Raytheon Company, its affiliates, subsidiaries, directors, officers, employees, agents and successors (hereinafter referred to as "Raytheon") from all manner of claims, liabilities, demands and causes of action, know or unknown, fixed or contingent, which I may have or claim to have against Raytheon as a result of my employment and the termination thereof, and do hereby covenant not to file or commence a lawsuit against Raytheon to assert any such claims. I understand that this General Release encompasses all claims arising under federal, state or local law, including but not limited to claims arising under any theory of wrongful discharge. This General Release is binding upon my successors, heirs, executors and administrators, but does not waive any rights or claims unrelated to this Agreement or my employment with Raytheon Company, and which occur subsequent to the date of my separation from Raytheon Company and the date this General Release is executed.


I have read carefully and fully understand all the provisions of this General Release. I understand that I may consult with an attorney before executing this General Release. I acknowledge that this General Release sets forth the entire agreement between me and Raytheon with respect to additional consideration being provided to me and that I have not relied upon any representation or statement, written or oral, not set forth in this document.


   


   /s/ Jay B. Stephens                        
(Signature)


Date:   January 15, 2015   

























































Exhibit A


RAYTHEON 2010 STOCK PLAN 
RESTRICTED STOCK UNIT AWARD AGREEMENT


This Restricted Stock Unit Award Agreement, dated as of June 30, 2015 (the "Award Date") is between Raytheon Company (the "Company"), and Jay B. Stephens, an employee of the Company or one of its Affiliates  ("you").


		
	1.
	Award of Units


The Company hereby awards you the number of restricted stock units ("Units") set forth below, with respect to its common stock, par value $0.01 per share (the "Stock"), subject to the terms and conditions of the Raytheon 2010 Stock Plan (the "Plan") and the vesting and other provisions of this Agreement. Subject to the provisions hereof, each Unit represents the right to receive one share of Stock (a "Share") plus additional cash payments in lieu of dividends as described in Section 6 below.


	
					
	Total Number of Restricted Units (the "Award"):   16,527
	Vesting Date/ # Units

	Vesting Schedule:
(Each period  from the Award Date until the Vesting Date is a "Restriction Period".)
	l
	June 30, 2016
	8,264

	l
	June 30, 2017
	8,263








		
	2.
	Acceptance of Award


This Award is not effective or enforceable until you properly acknowledge your acceptance of the Award by returning an executed copy of this Award Agreement to Executive Compensation as instructed below no later than July 30, 2015. If you do not properly acknowledge your acceptance of this Award Agreement on or before July 30, 2015, this Award will be forfeited.


Acceptance of this Award Agreement must be made only by you personally or by a person acting pursuant to a power of attorney in the event of your inability to acknowledge your acceptance due to your disability or deployment in the Armed Forces (and not by your estate, your spouse or any other person). If you desire to accept this Award, you must acknowledge your acceptance and receipt of this Award Agreement by signing and returning a copy of it to:  Raytheon  Company, Executive  Compensation,  Attention:   Nicole  Wilson,  870 Winter Street. Waltham, MA   02451, in the enclosed self-addressed stamped envelope.


Assuming prompt and proper acknowledgement of your acceptance of this Award Agreement as described above, this Award will be effective as of the Award Date. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award and your agreement to be bound by the restrictions contained in Exhibit A attached hereto ("Post-Employment Conduct").


		
	3.
	Vesting of Units on Continued Service


Subject to Sections 4, 5, and 8E below, if you are continuously employed by the Company or an Affiliate from the Award Date until the Vesting Date noted above, the Units associated with that Vesting Date shall vest and the restrictions on those Units shall lapse.


		
	4.
	Effect of Termination of Employment


Notwithstanding anything herein to the contrary, if (i) on the Award Date you have attained at least the age of sixty (60) and have completed at least ten (10) years of service and (ii) you cease to be an employee of the Company or an Affiliate for any reason, other than for Cause, after the Award Date but prior to the end of the Restriction Period, you will continue to vest in your Units and receive dividend equivalents (as provided in Section 6 below) per the Vesting Schedule, as if you remained employed by the Company or an Affiliate until the end of the Restriction 









Period.




		
	5.
	Effect of Death, Medical Leave of Absence, Disability or Change in Control.


Notwithstanding anything above to the contrary, the Units shall vest and restrictions on the Units shall lapse as follows:


		
	a)
	immediately upon your death;




		
	b)
	in accordance with the Vesting Schedule in the event of (i) a Medical Leave of Absence of at least one year or (ii) Disability; or


		
	c)
	immediately upon a Change in Control.




		
	6.
	Payment; Dividend Equivalents


The Company shall deliver to you evidence of ownership of the net number of Shares equal to the number of vested Units reduced by the number of Shares previously accelerated to pay taxes, if any, and the number of Shares necessary to satisfy tax withholding obligations, both as described in Section 8E below, as soon as practicable after the Vesting Date applicable to the Units or, if earlier, on your death or on any Change in Control which is a change of ownership or effective control of the Company or a change of ownership of a substantial portion of its assets, in each case, for purposes of Section 409A of the Code. For the avoidance of doubt, after a Change in Control occurs, such Units shall be considered vested and not subject to forfeiture hereunder. During any Restriction Period, unless otherwise forfeited, you shall be entitled to receive a cash payment in lieu of dividends on the number of Shares the Units covered by this Award represent, when, if and to the extent that the Board has approved a dividend for all Company common shareholders during any Restriction Period.


		
	7.
	Post-Employment  Conduct


Except where prohibited by law, by accepting this Award, you agree to the Post-Employment Conduct restrictions contained in Exhibit A to this Award Agreement.


		
	8.
	Other Provisions


		
	A.
	No  Guaranty  of Future  Awards. This Award does not guarantee you the right to or expectation  of future Awards under the Plan or any future plan adopted by the Company. 


		
	B.
	No Rights as Shareholder. You shall not be considered a shareholder of the Company with respect to the Units until Shares are issued to you in payment of the Units. Therefore, you have no right to vote the Units or to receive dividends with respect to such Units except as provided in Section 6 above. 


		
	C.
	No Rights to Continued Employment; Recipient Obligations. This Award shall not be deemed to create a contract or other promise of continued employment with the Company or an Affiliate and shall not in any way prohibit or restrict the ability of the Company or an Affiliate to terminate your employment at any time for any reason. This Award Agreement provides for certain obligations on your part following the cessation of your employment with the Company or an Affiliate and shall not, by implication or otherwise, affect in any way your obligations to the Company or an Affiliate during the term of your employment by the Company or an Affiliate, whether pursuant to written agreements between the Company and you, the provisions of applicable Company policies that may be adopted from time to time or applicable law or regulation. 


		
	D.
	Restrictions on Transfer of Units. Until the vesting of, and lapse of the restrictions applicable to, any Units and the delivery of Shares in payment therefor, Units may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process. 


		
	E.
	Taxes. Taxes may be assessed and/or withheld as required by law at applicable United States federal, state and/or other tax rates (under the laws of the jurisdictions in which you reside or that may otherwise be applicable to you) with respect to Units, issuance of Shares and cash in lieu of dividends. The Company will accelerate the vesting and payment of Units to pay your Federal Insurance Contributions Act (FICA) tax on Units, the income tax withholding that results from payment of your FICA tax, and your additional FICA 











tax and income tax withholding attributable to the pyramiding of FICA tax and income tax withholding due to the foregoing payments. 
		
	F.
	Clawback. If you are an elected officer, in addition to any other remedies available to the Company (but subject to applicable law), if the Board determines that it is appropriate, the Company  may recover (in whole or in part) any payment made pursuant to this Award where: (1) the payment was predicated upon achieving certain financial results that were subsequently the subject of a restatement of Company financial statements filed with the Securities and Exchange Commission; (2) the Board determines that you engaged in knowing or intentional fraudulent or illegal conduct that caused or substantially caused the need for the restatement; and (3) a lower payment would have been made to you pursuant to the Award based upon the restated financial results. In any  such  instance,  the Company will, to the extent practicable, seek to recover from you the amount by which the payment pursuant to the Award for the relevant period exceeded the lower payment that would have been made based on the restated financial results. The Company's right of recovery applies to both the vested and unvested portion of the Award.  


		
	G.
	Compliance  with   Section  409A  of  the  Code.   Notwithstanding  anything  in this Agreement  to  the contrary, to the extent that this Agreement constitutes a nonqualified deferred compensation plan  to which Code Section 409A applies, the administration  of this Award  (including time and manner  of payments under it) shall comply with Section 409A. 


		
	H.
	Plan. All terms and conditions  of the Plan are incorporated herein by reference and constitute an integral part hereof. Any capitalized terms used but not defined herein  shall have the meanings ascribed to them in the Plan. 


		
	I.
	Notices.  Notices required or permitted hereunder shall be in writing and shall be delivered personally or by mail, postage prepaid, addressed to Raytheon Company, 870 Winter Street, Waltham, Massachusetts 02451, Attention: Senior Vice President, Human Resources, and to you at your address as shown on the Company's payroll records. 


		
	J.
	Entire Agreement; Successors and Assigns. The Plan and this Award Agreement constitute the entire agreement governing the terms of the Award to you. The Award Agreement shall inure to the benefit of the Company's successors and assigns and may be assigned by the Company without your consent. 


		
	K.
	Governing Law. This Award Agreement shall be governed by the law of the Commonwealth of Massachusetts, without regard to its provisions governing conflicts of law.




Your acceptance of this Award constitutes your agreement to the terms of this Restricted Stock Unit Award Agreement.




RAYTHEON  COMPANY
	
		
	 
	 

	Thomas A. Kennedy
	 

	Chief Executive Officer
	 








(Please complete, sign and return by mail.)


Acknowledged by:
	
				
	 
	 
	 
	 

	Signature
	 
	Date
	 

	 
	 
	 
	 

	Print Name
	 
	Employee ID
	 















Exhibit A
Post-Employment Conduct
The Post Employment Conduct Restrictions (the "Restrictions") attached as Exhibit A to the Restricted Stock Unit Award Agreement (the "Award Agreement") with an Award Date of June 30, 2015 are agreed to in consideration of, among other things, the grant of restricted stock units to Jay B. Stephens ("you"), under the Award Agreement pursuant to the Raytheon 20 I 0 Stock Plan (the "Plan"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Award Agreement or the Plan. The following terms as used herein shall mean:
Authorized Company Representative means the Company's Chief  Executive  Officer  acting upon the advice and recommendation of the Company's General Counsel;
Restricted Activity means any activity (A) in which you contribute your knowledge, directly or indirectly, in whole or in part, as an employee, consultant, agent or director or any other similar capacity that, in any such case, involves or relates to products, services or solutions of a Restricted Business that, directly or indirectly, compete with those of the Company; or (B) that may require or involve disclosure of trade secrets, proprietary or confidential information; and
Restricted Business means any business enterprise that operates in one or more of the same markets as the Company including, but not limited to, the following companies: Alliant Techsystems Inc., BAE Systems Inc., The Boeing Company, EADS, Exelis Inc., General Dynamics Company, the Harris Company, Honeywell International Inc., L-3 Communications Company, Lockheed Martin Corporation, MBDA Incorporated, Northrop Grumman Company, Rockwell Collins,  Inc., SAIC, Thales, United Technologies Company.


By accepting the Award, you agree as follows:


1.Consideration and Acknowledgement. You acknowledge and agree that the benefits and compensation opportunities being made available to you under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to you in connection with your employment by the Company or an Affiliate and that the continued vesting of the Award under Sections 4 and 5 of the Award Agreement is expressly made contingent upon your agreements with the Company set forth in these Restrictions. You acknowledge that the  scope and duration of the Restrictions are necessary to be effective and are fair and reasonable in light of the value of the benefits and compensation opportunities being made available to you under the Award Agreement. You further acknowledge and agree that as a result of the positions you hold with the Company and the access to and extensive knowledge of the Company's confidential or proprietary information, employees, suppliers and customers, the Restrictions are reasonably required for the protection of the Company's legitimate business interests.
		
	2.
	Restrictions.


(a)Covenant   Not   To   Compete  - Without  the  prior  written  consent  of  an  Authorized   Company Representative, you agree that during any Restriction Period following cessation of employment  you will not engage in any Restricted Activity for any: (i) Restricted Business; (ii) entity directly or indirectly  controlling, controlled by, or under common control with a Restricted Business; and (iii) successor to all or part of the business of any Restricted   Business as a result of a merger, reorganization, consolidation,  spin-off, split-up, acquisition, divestiture, or similar transaction.
(b)Non-Solicit - Without the prior written consent of an Authorized Company Representative, you agree that during any Restriction Period following cessation of employment you will not (i) interfere with any contractual relationship between the Company or an Affiliate and any customer of, supplier or distributor to, or manufacturer for the Company or an Affiliate to the detriment of the Company or an Affiliate or (ii) induce
or attempt to induce any person who is an employee of the Company or an Affiliate to perform work or services for any entity other than the Company or an Affiliate.
(c)Protection of Confidential and Proprietary Information - You agree to keep all confidential and 









proprietary information of the Company and its Affiliates, including joint venture partners, strictly confidential except to the extent disclosure is required by law or court order, and except to the extent that such confidential and proprietary information has become public through no fault of your own.
(d)Cooperation  in  Litigation  and  Investigations  - Following the date on which you cease to be  an employee of the Company or an Affiliate, you agree, to the extent reasonably requested, to cooperate with the Company in  any  pending  or  future  litigation  (including  alternative  dispute  resolution  proceedings)   or investigations in which the Company or Affiliates is a party or is required or requested to provide  testimony and regarding which, as a result of your employment with the Company or an Affiliate, you reasonably could be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of these Restrictions, nothing in these Restrictions shall affect your  obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court.


3.Annual  Validation  of  Compliance. You acknowledge and agree that you shall confirm in writing to  the Company, prior to each annual vesting date provided in Section 1 of the Award Agreement, your compliance with the restrictions set forth in Section 2 hereof. Failure to provide such annual written  confirmation may result in the forfeiture of any unvested Units.


		
	4.
	Result of Breach of Section 2 or Section 3. In the event that you breach any of the covenants or agreements in Section 2 or Section 3 hereof, to the extent your Units have not fully vested, all of your remaining rights, title or interest in the Award and any dividend equivalents with respect thereto, shall cease.




5.Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of these Restrictions shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of these Restrictions is adjudicated to be invalid or unenforceable, the Award Agreement shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made.
These Restrictions are effective as of the acceptance by you of the Award of Units under this Award Agreement and is not contingent on the vesting of your Units.