LETTER AGREEMENT DATED FEBRUARY 21, 2006, DAVID C. WAJSGRAS



 Exhibit 10.1 
 February 14, 2006 
 Mr. David C. Wajsgras 
 2464 Heronwood Drive 
 Bloomfield Hills, MI 48302 
 Dear David: 
 It is my pleasure to extend to you this offer for the position of Senior Vice President and
Chief Financial Officer for Raytheon Company reporting to me. I look forward to your joining our Leadership Team. Your position will be an officer of the corporation and, together with the compensation outlined below, is subject to election by the
Raytheon Board of Directors. The position resides in Raytheon’s Global Headquarters in Waltham, Massachusetts. 
 1.     Salary: The offer is a base salary of $700,000 annually, paid on a bi-weekly basis. 
 2.     Results Based Incentive: You will participate in the Results Based Incentive Program (RBI) with a target incentive of 100% of your annualized base salary. The maximum RBI for your position is 200% of your
annualized base salary. 
 3.     Restricted Shares: Subject to approval of the Management Development and
Compensation Committee (“MDCC”) of the Raytheon Board of Directors, you will be awarded 60,000 shares of restricted stock subject to the terms of the award and the provisions of the Raytheon Stock Plan. The restrictions on these shares
will lapse at a rate of one-third each year after years one, two and three. You will be eligible for dividends on the entire grant. This special award is intended to offset long-term incentive compensation which you will forego from your current
employer. 
 You will also be eligible to participate in the annual restricted share award program, anticipated to occur in the May/June
timeframe of 2006, subject to the terms of the award and the provisions of the Raytheon Stock Plan. As a first-time participant in this program in 2006, you will receive an award of 20,000 shares. 
 4.     Long Term Performance Program: You will be eligible to participate in Raytheon’s Long Term Performance Program
(LTPP). As a first-time participant in this program in 2006, your participation is a targeted share opportunity of 25,000 shares of Raytheon stock. LTPP is a performance-based program and your final award is based on performance achieved at the end
of a three-year cycle (2006-2008) relative to a defined peer group. Participation in this plan is subject to annual review. This initial targeted share opportunity is intended to offset long-term incentive compensation which you will forego from
your current employer and is not a guarantee of the continuation of this incentive program, nor of any future targeted share amounts. (See enclosure.) 
 5.     Stock Ownership Requirements: As a Senior Vice President of the Company, you will be required, by the end of your fifth (5th) year of employment, to own a minimum of three years’ base salary in the form of Raytheon equity. 
 6.     Deferred Compensation Program: You will be eligible to participate in Raytheon’s Deferred Compensation Program,
subject to the terms and conditions of the program. (See enclosure.) 
 7.     Severance Program: If you are
involuntarily separated from employment with the Company without cause, as defined in the attached Severance Pay Plan, you will be entitled to a Separation Payment of two (2) times your annual base salary and target bonus as of the date of
separation in exchange for a General Release. (See enclosure.) 
 8.     Change in Control: You will be entitled
to a Change in Control Severance Agreement which would provide you with severance benefits equal to three (3) times your annual base salary and 








 
Mr. David C. Wajsgras 
 February 14, 2006

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 target bonus as of the date of the change in control in the event of a change in control of the Company as set forth in the attached draft agreement. Please note that the Change in Control Severance Agreement is
structured to require both a change in corporate ownership and a loss of employment as those terms are defined in the draft agreement. 
 9.     Paid Time Off: You will be eligible for twenty (20) days per year of Paid Time Off. 
 10.     Supplemental Executive Retirement Plan: You will be eligible to participate in the Raytheon Supplemental Executive Retirement Plan. This non-qualified plan provides a pension of 35% of final average
compensation after 10 years of Raytheon service and attainment of age 55, increasing by 3% of final average compensation for every additional year of service up to a maximum of 50% of final average compensation after 15 years of service and
attainment of age 60. Amounts payable under this plan will be offset by amounts payable under any other pension plan of the Company or any prior employer and by Social Security. (See enclosure.) 
 11.     Leased Vehicle: You will receive a Company leased car with an annual lease value of $18,000 or an $18,000 maximum
annual allowance ($538.46 bi-weekly payment). 
 12.     Excess Savings Plan: You will be eligible to participate
in the Raytheon Excess Savings Plan when you reach one of the Internal Revenue Code limits, with a benefit equal to the amount you deferred into the Plan (and the Company match on your deferral of 100% up to the first 4% of your contribution) plus
gains and losses based on your investment elections for the Raytheon Excess Savings Plan. (See enclosure.) 
 13.    
Senior Executive Life Insurance: You will be eligible to receive Company paid senior executive life insurance which equals four (4) times your annual base salary. You are also eligible to receive enhanced life insurance equal to one
(1) times your annual base salary. If you choose not to elect this benefit, your enhanced life insurance will be capped at $50,000.00. (See enclosure – Executive Benefits Program.) 
 14.     Financial Planning: You will be provided financial planning assistance of $15,000 for your first year of employment
and $12,000 annually thereafter. (See enclosure – Executive Benefits Program.) 
 15.     Excess Liability
Coverage: You will be provided excess liability coverage of $5 million. (See enclosure – Executive Benefits Program.) 
 16.     Executive Health Program: You will be eligible to participate in the Executive Health Program, which includes an annual comprehensive medical assessment. This benefit has an annual allowance of $2,000 for
your participation in the program. You will also be enrolled in the Executive Registry, a health care program designed for traveling executives and their families. The Registry operates as a domestic and international network of leading academic
medical centers and affiliations. (See enclosure – Executive Benefits Program.) 
 17.     Business Travel:
You will be eligible for first class airfare for all business travel. 
 18.     Key Employee Relocation: Enclosed
is our Key Employee Relocation summary which details the relocation allowances you are authorized once you accept this offer of employment. Under our relocation policy you will be eligible for a $5,000 Miscellaneous Expense Allowance (MEA). As a Key
Employee, you will also receive a total of two (2) months’ salary as a relocation incentive, and a guaranteed offer to purchase your current primary residence, if necessary. Cendant Mobility Services will coordinate your relocation as well
as provide comprehensive counseling on all aspects of your relocation. We will have a Cendant representative contact you upon your acceptance of this offer. Should you voluntarily leave the Company within one (1) year of your date of hire, all
monies paid to you or on your 








 
Mr. David C. Wajsgras 
 February 14, 2006

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 behalf for relocation related activities will become repayable in full to Raytheon within 30 days of your termination. 
 You should be aware that all monies paid by the Company in connection with your relocation must, by law, be included in your gross earnings and will be subject to applicable taxes. However, in recognition of the added
federal and state tax obligation resulting from taxable relocation reimbursements, the Company will provide a tax allowance to give substantial relief for these taxes. Please refer to the enclosed relocation policy for these details. Please note
that any exceptions to the Relocation Expenses policy for Key Employees must be approved in advance by Keith Peden, Senior Vice President of Human Resources. 
 This offer is contingent upon your meeting the requirements on the enclosed Minimum Conditions for Hire document. If you believe any of the terms or conditions in this letter are not consistent with your
understanding, or if you have any questions, please don’t hesitate to contact Keith Peden at his office at 781.522.5097. 
 Acceptance
of this offer will be considered an acceptance to all terms and conditions listed in the offer and attachments. Please sign below to indicate your acceptance and return this offer letter to Keith Peden in the enclosed envelope. The duplicate letter
is a copy for your records. 
 I am excited about the potential of you joining the team. I look forward to a swift and favorable response.

 Yours truly, 
 /s/ William H. Swanson 2/21/06 
 William H. Swanson 
 Chairman and Chief Executive Officer 







 
Mr. David C. Wajsgras 
 February 14, 2006

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 I hereby accept this offer of employment and agree to the terms and conditions described in this letter. 
 I also affirm and represent that there are no judgments, writs, orders, decrees, stipulations, rulings, decisions or injunctions of a Governmental Entity, state of
Federal, against me and there are no investigations, actions, suits, arbitrations or proceedings by or before any such Governmental Entities to which I am a party or, to my knowledge, which has been threatened against me, related to my past or
present responsibilities. 
 I understand that my acceptance of this offer does not constitute an employment contract and that my employment with Raytheon
Company may be terminated, either by my employer or myself at anytime, for any reason, with or without notice. 
  
  

			
	 /s/ David C. Wajsgras
	 	 2/21/06

	Signature	 	Date

  

	Enclosures:	Original Offer Letter and Attachment 11



	    	Duplicate Offer Letter and Attachment 1 


	    DHL	mailer addressed to Melissa Delin, Raytheon Company 


	    DHL	mailer addressed to Raytheon Company Health Center 


	    	Minimum Conditions for Hire 


	    	Conflict of Interest Policy 


	    	Conflict of Interest Certificate 


	    	Medical Clearance Requirements 


	    	Alcohol/Drug Use and Abuse Policy 


	    	Pre-placement Drug Testing Consent Form2



	    	Occupational Health and Safety Questionnaire2



	    	Forensic Drug Testing Custody and Control Form 


	    	ADR Brochure 


	    	Executive Relocation Policy – Key Employee 


	    	Relocation Expense Agreement1



	    	Raytheon Salaried Pension Plan Brochure 


	    	Raytheon Excess Savings Plan Brochure 


	    	Executive Benefits Program Brochure 


	    	Long Term Performance Program (LTPP) 


	    	Raytheon Deferred Compensation Plan 


	    	Raytheon Supplemental Executive Retirement Plan 


	    	Raytheon Severance Pay Plan 


	    	Draft Change In Control Severance Agreement 

  

	1	to be completed/signed and returned in DHL envelope pre-addressed to Melissa Delin 


	2	to be completed/signed and returned in DHL envelope pre-addressed to Raytheon Company Health Center 

  







 
Mr. David C. Wajsgras 
 February 14, 2006

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 Attachment I 
 Please read the following information. Sign to signify your acceptance of the
terms and conditions contained within these paragraphs. Please return the Attachment with your signed offer letter. 
 Raytheon has confidence in the loyalty
and honesty of its employees. Each employee is responsible for recognizing and avoiding activities, investments or relationships which involve or might appear to involve, or could result in a conflict of interest that might be adverse to the
interests on Raytheon. Formal requirements to disclose conflicts of interest are imposed to enable the Company to demonstrate consistency that conflicts of interest are neither permitted nor condoned, and to ensure that proper standards of ethical
conduct are maintained by its employees and consultants. Attached is a copy of the Company’s Conflict of Interest Policy and the Conflict of Interest Certificate form that you will be asked to sign. If you have any issues with
these documents, please contact me immediately. 
 You agree that, as a condition of this offer and your continued employment with Raytheon, any dispute
arising between you and Raytheon will be subject to resolution under the provisions of the Raytheon Alternative Dispute Resolution Program. A summary of this program is attached for your review. 
 You represent and warrant that you are free to enter into the Company’s employ and that such employment is not in conflict with or in any way restricted by
agreement or restraint you may have with your current or past employer. You further agree not to disclose any trade secrets or proprietary or confidential information that is the property of any other party now or hereafter in your possession. You
represent that you have provided Raytheon copies of all employment, proprietary information, and other restrictive agreements currently in effect to which you are a party. 
  

			
	 /s/ David C. Wajsgras
	 	 2/21/06

	Signature	 	Date