formofaircrafttimeshare.htm


    
      EXHIBIT
10.3

       

      
        

AIRCRAFT TIME SHARING
AGREEMENT

       

      This
Aircraft Time Sharing Agreement (“Agreement”) is made, effective as of the
<> day of <> 2008 (the “Effective Date”), by and between Textron
Inc. (“Lessor”) and <> (the “Lessee”), who together are sometimes referred
to individually as a “Party,” or collectively as the “Parties.”

       

       

      RECITALS:

       

      WHEREAS, Lessor has ownership
or lawful possession of the aircraft described in Exhibit A of this Agreement
(individually and collectively, the “Aircraft”);

       

      WHEREAS, Lessor has the right
and lawful authority to enter into a time sharing agreement, as defined in
Section 91.501(c)(1) of the Federal Aviation Regulations ("FAR"), with the
Lessee;

       

      WHEREAS, Lessor employs, or
contracts for the services of, a fully qualified flight crew to operate the
Aircraft; and

       

      WHEREAS, Lessor and Lessee
desire to lease said Aircraft and flight crew on a time sharing
basis;

       

      NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

       

      
        	
                1.  

              	
                Lessor
      agrees to lease the Aircraft to Lessee, on as “as needed – as available”
      basis, pursuant to the provisions of FAR 91.501(c)(1), and solely at
      Lessor’s discretion, including, without limitation, Lessor’s determination
      of Aircraft availability. This Agreement will terminate on  the
      date when Lessee is no longer an employee of Lessor; provided however that
      either Party may at any time terminate this Agreement by providing thirty
      (30) days prior written notice to the other Party, or sooner if required
      by applicable law, regulation or insurance
  requirement.

              


      

      


      
        	
                2.  

              	
                For
      each flight conducted under this Agreement, Lessee shall pay Lessor all or
      so much of the actual expenses of that flight as authorized by FAR Part
      91.501(d) and as billed to Lessee by Lessor in accordance with Lessor’s
      Corporate Aircraft Request Guidelines.  The expenses for which
      Lessee may be liable are strictly limited to:

                 

              


      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  (a)  

                	
                  Fuel,
      oil, lubricants, and other
additives;

                


        

        
          	
                  (b)  

                	
                  Travel
      expenses of the crew, including food, lodging and ground
      transportation;

                


        

        
          	
                  (c)  

                	
                  Hangar
      and tie down costs away from the Aircraft's base of
    operation;

                


        

        
          	
                  (d)  

                	
                  Insurance
      obtained for the specific flight;

                


        

        
          	
                  (e)  

                	
                  Landing
      fees, airport taxes and similar assessments including, but not limited to,
      Section 4261 of the Internal Revenue Code and related excise
      taxes;

                


        

        
          	
                  (f)  

                	
                  Customs,
      foreign permit, and similar fees directly related to the
      flight;

                


        

        
          	
                  (g)  

                	
                  In-flight
      food and beverages;

                


        

        
          	
                  (h)  

                	
                  Passenger
      ground transportation;

                


        

        
          	
                  (i)  

                	
                  Flight
      planning and weather contract services;
and

                


        

        
          	
                  (j)  

                	
                  An
      additional charge equal to 100% of the expenses listed in subparagraph (a)
      of this paragraph.

                


        

      

      
 

      
        	
                3.  

              	
                Lessor
      will pay all expenses related to the operation of the Aircraft when
      incurred, and will invoice Lessee in accordance with paragraph 2 above as
      soon as practicable after any flight for Lessee’s
      account.  Lessee shall pay Lessor for said expenses within
      thirty (30) days of receipt of the
invoice.

              


      

      


       

      
        	
                4.  

              	
                Lessee
      will provide Lessor with requests for flight time and proposed flight
      schedules as far in advance of any given flight as possible, and in
      accordance with Lessor’s Corporate Aircraft Request Guidelines. Lessor
      reserves the right to change the Corporate Aircraft Request Guidelines at
      any time, and Lessee agrees to comply with all provisions of the
      then-current Corporate Aircraft Request Guidelines.  In the
      event that any provisions of the Corporate Aircraft Request Guidelines
      conflict with the lessee’s employment agreement with Textron Inc., the
      terms of the employment agreement will take
  precedence.

              


      

       

      
        	
                5.  

              	
                Lessor
      shall have sole and exclusive authority over the scheduling of the
      Aircraft, including which Aircraft is used for a particular
      flight.

              


      

      


      
        	
                6.  

              	
                Lessor
      shall be solely responsible for seeking maintenance, preventive
      maintenance and required or otherwise necessary inspections on the
      Aircraft, and shall take such requirements into account in scheduling the
      Aircraft.  No period of maintenance, preventative maintenance,
      or inspection shall be delayed or postponed for the purpose of scheduling
      the Aircraft, unless said maintenance or inspection can be safely
      conducted at a later time in compliance with all applicable laws and
      regulations, and with the sound discretion of the pilot in
      command.  The pilot in command shall have final and complete
      authority to cancel any flight for any reason or condition which in his
      judgment would compromise the safety of the
  flight.

              


      

      
        
           

           

           

           

           

           

           

           

           

           

           

        

         

         

         

         

         

      

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                7.  

              	
                Lessor
      represents that the flight operations for the Aircraft as contemplated in
      this Agreement will be covered by Lessor’s aircraft all-risk physical
      damage insurance (hull coverage), aircraft bodily injury and property
      damage liability insurance, passenger, pilot and crew voluntary settlement
      insurance and statutory workers compensation and employer’s liability
      insurance.

              


      

      


      
        	
                8.  

              	
                Lessor
      shall contract for or employ, pay for and provide to Lessee a qualified
      flight crew for each flight undertaken under this
    Agreement.

              


      

      


      
        	
                9.  

              	
                In
      accordance with applicable FAR, the qualified flight crew provided by
      Lessor will exercise all of its duties and responsibilities in regard to
      the safety of each flight conducted hereunder.  Lessee
      specifically agrees that the flight crew, in its sole discretion, may
      terminate any flight, refuse to commence any flight, or take other action
      which in the considered judgment of the pilot in command is necessitated
      by considerations of safety.  No such action of the pilot in
      command shall create or support any liability for loss, injury, damage or
      delay to Lessee or any other
person.

              


      

      


      
        	
                10.  

              	
                Lessee
      warrants that:

              


      

      


      
        	
                (a)  

              	
                Lessee
      will use the Aircraft solely for and on account of his own personal use,
      and will not use the Aircraft for the purpose of providing transportation
      of passengers or cargo for compensation or hire, except as otherwise in
      compliance with the requirements of FAR 91.501, and will not accept any
      reimbursement from any passenger or otherwise for charges under this
      Agreement;

              


      

      


      
        	
                (b)  

              	
                Lessee
      shall refrain from incurring any mechanic's or other lien in connection
      with inspection, preventative maintenance, maintenance or storage of the
      Aircraft, whether permissible or impermissible under this Agreement, nor
      shall there be any attempt by Lessee to convey, mortgage, assign, lease or
      in any way alienate the Aircraft or create any kind of lien or security
      interest involving the Aircraft or do anything or take any action that
      might mature into such a lien; and

              


      

       

      
        	
                (c)  

              	
                During
      the term of this Agreement, Lessee will abide by and conform to all such
      laws, governmental and airport orders, rules and regulations, as shall
      from time to time be in effect relating in any way to the operation and
      use of the Aircraft by a timesharing
Lessee.

              


      

      
         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

      

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                11.  

              	
                Neither
      this Agreement nor any Party's interest herein shall be assignable to any
      other Party whatsoever.  This Agreement shall inure to the
      benefit of and be binding upon the parties hereto, their heirs,
      representatives and successors.

              


      

      


      
        	
                12.  

              	
                Lessor
      shall not be liable to Lessee or any of Lessee’s family members or
      invitees for damages, including direct, indirect, special, consequential
      and/or punitive damages of any kind or nature under any circumstances or
      for any reason including any delay or failure to furnish the aircraft or
      caused or occasioned by the performance or non-performance of any services
      covered by this agreement.

              


      

      


      
        	
                13.  

              	
                WITHIN
      THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, THE
      AIRCRAFT HAVE BEEN INSPECTED AND MAINTAINED IN ACCORDANCE WITH SECTION
      91.409(f)(3) OF THE FAR, AND DURING THE TERM OF THIS AGREEMENT AND FOR
      OPERATIONS TO BE CONDUCTED PURSUANT TO THIS AGREEMENT, THE AIRCRAFT WILL
      BE INSPECTED AND MAINTAINED IN ACCORDANCE WITH THAT SECTION.

                 

                LESSOR
      SHALL HAVE AND RETAIN OPERATIONAL CONTROL OF THE AIRCRAFT DURING ALL
      OPERATIONS CONDUCTED PURSUANT TO THIS LEASE.  EACH PARTY HERETO
      CERTIFIES THAT IT UNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES, SET
      FORTH HEREIN, FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION
      REGULATIONS.

                
                   

                  AN
      EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT
      FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FEDERAL
      AVIATION ADMINISTRATION FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION
      DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE.

                   

                  LESSOR
      AGREES THAT A TRUE COPY OF THIS AGREEMENT SHALL BE CARRIED ON THE AIRCRAFT
      AT ALL TIMES, AND SHALL BE MADE AVAILABLE FOR INSPECTION UPON REQUEST BY
      AN APPROPRIATELY IDENTIFIED REPRESENTATIVE OF THE ADMINISTRATOR OF THE
      FAA.

                

              


      

       

      
        	
                14.  

              	
                The
      Parties agree that this Agreement shall be governed by and construed in
      accordance with the law of the State of Delaware, without reference to its
      conflict of laws principles.

              


      

       

      
        	
                15.  

              	
                This
      Agreement may be executed in one or more counterparts each of which will
      be deemed an original, all of which together shall constitute one and the
      same agreement.

              


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
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                16.  

              	
                In
      the event that any one or more of the provisions of this Agreement shall
      for any reason be held illegal, invalid or unenforceable, those provisions
      shall be replaced by provisions acceptable to both Parties to this
      Agreement.

              


      

       

      


       

      


       

      IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date and year first written
above.

       

      Textron
Inc.

      Aviation
Department

      566
Airport Road

      Warwick,
RI 02886

      


      By:  <>
(Lessee) ______________________________

      


      Title:  <>

      


       

      Textron
Inc. (Lessor)

      


      By:  John
D. Butler ______________________________

      


      Title:  EVP
Administration & CHRO

      
         

         

         

         

         

         

         

         

        
           

           

           

           

           

           

           

           

           

           

           

           

           

           

        

         

         

         

         

         

         

         

         

      

      
      

       

      
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