tenfour.htm


    
Exhibit
      10.4


    Notice
      of Grant of Restricted Stock Units

    and

    Restricted
      Stock Unit Agreement

    


    
      


    

    
      	
              «Fname»
                «Lname»

              «Addr1»

              «Addr2»

              «Addr3»

              «City»,
                «State»  «Zip»

              «Country»

            	
              RS
                No.:                   «RS_No»

              Plan:                   
                    07RS

              ID:                         
                 «EMPID»

              Location:                «Location»

               

            


    

    
      


    

    Effective,
      <date> pursuant to the 2007 Long-Term Incentive Plan (the “Plan”) you have
      been granted <> Restricted Stock Units which constitute the right to
      receive <> shares (the “Shares”) of Common Stock of Textron
      Inc.  This grant is governed by the Restricted Stock Unit Terms and
      Conditions (5/2007)  and the Plan, both of which are available on the
      Textron Enterprise Intranet and is subject to the Restricted Stock Unit
      Non-Competition Agreement (5/2007 version) attached hereto.

    The
      Shares will become vested and issuable to you on the dates shown below, subject
      to earlier expiration or termination of your Restricted Stock Units as provided
      in the Restricted Stock Unit Terms and Conditions (5/2007):

     

    
      	
              Shares

            	
               Vested
                Date

            
	
              «Shares_V1»

            	 
	
              «Shares_V2»

            	 
	
              «Shares_V3»

            	 
	
              «Shares»

            	 


    

    


    
       
        
          

        

      

       

    

    By
      your
      signature and the Company’s signature below, you and the Company agree that this
      grant is governed by the Restricted Stock Unit Terms and Conditions
      (5/2007)  and the Plan, both of which are available on the Textron
      Enterprise Intranet.  In addition, you agree that this grant is
      subject to the Restricted Stock Unit Non-Competition Agreement (5/2007 version)
      attached hereto, the terms of which are fully incorporated herein.

    


    
      TEXTRON
        INC.

      


      
        	
                By:

              	
                /s/Frederick
                  K. Butler

              	 	
                 <date>

              
	 	 	
                Date

              
	 	 	 
	
                Agreed
                  by:

              	 	 	 
                
	 	
                «Fname»
                  «Lname»

              	 	
                Date

              


      

      


      Please
        retain a copy of this signed agreement and return the original
        to

      your
        Human Resources Department within 60 days of receipt of this
        grant

    

     

    


     

    


    TEXTRON
      INC.

    TEXTRON
      2007 LONG-TERM INCENTIVE PLAN

    RESTRICTED
      STOCK UNIT TERMS AND CONDITIONS

     (5/2007A)

    


    
      	
              ·  

            	
              Pursuant
                to the 2007 Long-Term Incentive Plan (the “Plan”), Textron has awarded to
                executive the number of Restricted Stock Units set forth on the applicable
                Notice of Grant signed by Textron and Grantee on the terms and conditions
                herein set forth. Each Restricted Stock Unit constitutes the right
                to
                receive one share (a “Share”) of Common Stock.  As the
                applicable “Period of Restriction” lapses, Textron will issue to the
                executive that number of Shares less the number of Shares needed
                to
                satisfy required statutory withholding. Shares may be issued in the
                form
                of a certificate or a notification to the executive that the Shares
                are
                held in a book-entry account on the executive’s
                behalf.

            


    

    


    
      	
              ·  

            	
              If
                the executive’s employment with Textron shall terminate for “Cause,” all
                Shares which may be issued pursuant to the Restricted Stock Units
                awarded
                to the executive that are still subject to the applicable “Period of
                Restriction" shall be forfeited.

            


    

    


    
      	
              ·  

            	
              Except
                as otherwise provided herein, the executive shall not be entitled
                to
                receive Shares if the executive’s employment with Textron ends for any
                reason prior to the end of the Period of Restriction applicable to
                such
                Shares, provided that if the executive’s employment ends prior to such
                date and at least three years after the date of grant because of
                “Disability,” death or after the executive has become eligible for “Early
                or Normal Retirement,” the executive or the executive’s estate will
                receive a certificate for a “Pro-Rata Portion” of such
                Shares.

            


    

    


    
      	
              ·  

            	
              Notwithstanding
                the above, the applicable Period of Restriction for the Shares which
                may
                be issued pursuant to this Award shall end immediately upon a “Change in
                Control” of Textron, as defined in the Plan. In such instance, Textron
                shall issue the Shares to the executive (or to the executive’s estate in
                the event of the executive’s death prior to payment) as soon as
                administratively practical after the Change in Control. Note: Sale
                of a
                business unit usually does not constitute a Change in Control as
                defined
                in the Plan. If executive’s employment with Textron is involuntarily
                terminated due to the sale of a business that does not constitute
                a Change
                in Control as defined in the Plan, executive’s then-unissued Shares will
                be forfeited.

            


    

    


    
      	
              ·  

            	
              The
                number of Shares which may be issued pursuant to the Restricted Stock
                Units awarded to the executive hereunder shall be equitably adjusted
                in
                the event of a stock split, stock dividend, recapitalization,
                reorganization, merger, consolidation, split-up, spin-off, or any
                other
                corporate event affecting the Common Stock, as provided in the Plan,
                in
                order to preserve the benefits or potential benefits intended to
                be made
                available to the Grantee.

            


    

    


    
      	
              ·  

            	
              Nothing
                in this document shall confer upon the executive the right to continue
                in
                the employment of Textron or affect any right that Textron may have
                to
                terminate the employment of the
                executive.

            


    

    


    
      	
              ·  

            	
              The
                Restricted Stock Units shall not be assignable or transferable by
                the
                executive.  The Shares, once issued to the executive, shall be
                freely transferable.

            


    

    


    
      	
              ·  

            	
              The
                executive shall not have voting rights nor will the executive qualify
                for
                dividends with respect to the Shares which may be issued pursuant
                to the
                Restricted Stock Units during the Period of
                Restriction.

            


    

    


    
      	
              ·  

            	
              The
                Restricted Stock Units shall be subject to the terms and conditions
                of the
                Plan in all respects.

            


    

    


    DEFINITIONS

     

    “Cause”

     

     

    "Cause"
      shall mean: (i) an act or acts of willful misrepresentation, fraud or willful
      dishonesty (other than good faith expense account disputes) by the executive
      which in any case is intended to result in his or another person or entity’s
      substantial personal enrichment at the expense of Textron; (ii) any willful
      misconduct by the executive with regard to Textron, its business, assets or
      employees that has, or was intended to have, a material adverse impact (economic
      or otherwise) on Textron; (iii) any material, willful and knowing violation
      by
      the executive of (x) Textron's Business Conduct Guidelines, or (y) any of his
      or
      her fiduciary duties to Textron which in either case has, or was intended to
      have, a material adverse impact (economic or otherwise) on Textron; (iv) the
      willful or reckless behavior of the executive with regard to a matter of a
      material nature which has a material adverse impact (economic or otherwise)
      on
      Textron; (v) the executive's willful failure to attempt to perform his or her
      duties or his or her willful failure to attempt to follow the legal written
      direction of the Board, which in either case is not remedied within ten (10)
      days after receipt by the executive of a written notice from Textron specifying
      the details thereof; or (vi) the executive's conviction of, or pleading nolo
      contendere or guilty to, a felony (other than (x) a traffic infraction or (y)
      vicarious liability solely as a result of his position provided the executive
      did not have actual knowledge of the actions or in actions creating the
      violation of the law or the executive relied in good faith on the advice of
      counsel with regard to the legality of such action or inaction (or the advice
      of
      other specifically qualified professionals as to the appropriate or proper
      action or inaction to take with regard to matters which are not matters of
      legal
      interpretation); No action or inaction should be deemed willful if not
      demonstrably willful and if taken or not taken by the executive in good faith
      as
      not being adverse to the best interests of Textron. Reference in this paragraph
      to Textron shall also include direct and indirect subsidiaries of Textron,
      and
      materiality and material adverse impact shall be measured based on the action
      or
      inaction and the impact upon, and not the size of, Textron taken as a whole,
      provided that after a Change in Control, the size of Textron, taken as a whole,
      shall be a relevant factor in determining materiality and material adverse
      impact.

     

     

    “Period
      of Restriction”

     

    


    For
      the
      purposes of this grant, the Period of Restriction means, for any Share which
      may
      be issued pursuant to a Restricted Stock Unit, the period prior to the date
      on
      which such Share becomes issuable.

    


    “Early
      or Normal Retirement”

    


    “Early
      retirement” with Textron is defined as attainment of age 60 or the completion of
      20 years of vesting service or the attainment of age 55 with the completion
      of
      10 years of vesting service. “Normal retirement” with Textron is age
      65.

     

    “Disability”

    


    “Disability",
      shall mean, for purposes of this award, the inability of the executive to engage
      in any substantial gainful activity due to injury, illness, disease, bodily
      or
      mental infirmity which can be expected to result in death or is expected to
      be
      permanent.  An individual shall not be considered disabled unless
      executive furnishes proof of the existence thereof.  Textron may
      required the existence or non-existence of a disability to be determined by
      a
      physician whose selection is mutually agreed upon by the executive (or his
      or
      her representatives) and Textron.

     

    


    


    “Pro-Rata
      Portion”

    


    “Pro-Rata
      Portion” shall mean the number of complete or partial months of executive’s
      active service to Textron during the Period of Restriction divided by the number
      of months in the Period of Restriction.  An employee must be employed
      by Textron for a minimum of three years after the grant date before pro-rata
      Shares may be issued.

    


    Example:
      On July 16, 2003, an executive was granted 2,500 Restricted Stock
      Units
      constituting the right to receive 2,500 Shares to be issued in accordance with
      the following vesting schedule:

     

    


    
      	
              Shares

            	
              Vest
                Dates

            
	
              834

            	
              July
                16, 2006

            
	
              833

            	
              July
                16, 2007

            
	
              833

            	
              July
                16, 2008

            


    

    


    The
      executive terminates employment with Textron on August 30, 2006 after having
      attained age 55 with the completion of 10 years of vesting service.

     

    


    Because
      the executive’s age and years of service qualify as ‘early retirement’ and
      executive was employed by Textron for three years after the grant date, the
      executive is eligible for the issuance of a pro-rata portion of the Shares.
      The
      number of Shares earned would be calculated as follows:

    


    


    


    
      	
              Vest
                Date

            	
              Shares
                Issuable

            	 	
              Number
                of Complete or Partial Months Employed by Textron During the Period
                of
                Restriction (1)

            	 	
              Number
                of Months in the Period of Restriction

            	
              =

            	
              Pro-Rata
                Shares

            
	
              7/16/06

            	
              834

            	
              X

            	
              38

            	
              ÷

            	
              36
                (2)

            	 	
              834
                shares distributed July 16, 2006

               

            
	
              7/16/07

            	
              833

            	
              X

            	
              38

            	
              ÷

            	
              48
                (3)

            	 	
              659.4583

            
	
              7/16/08

            	
              833

            	
              X

            	
              38

            	
              ÷

            	
              60
                (4)

            	 	
              527.5666

            
	 	 	 	 	 	
              Pro-Rata
                Shares Earned:

            	 	
              1,187.0249*

            


    

    


    (1)
      July
      16, 2003 – August 30, 2006 (37 completed plus 1 partial month)

    (2)
      July
      16, 2003 – July 16, 2006

    (3)
      July
      16, 2003 – July 16, 2007

    (4)
      July
      16, 2003 – July 16, 2008

    


    *Fractional
      Shares will be paid in cash. For instance, if the share price is $90 on the
      date
      that the Shares are issued, then Textron would pay the executive $2.24 (.0249
      X
      $90 = $2.24)



    


    TEXTRON
      INC.

     

     RESTRICTED
      STOCK UNIT NON-COMPETITION AGREEMENT

     

    (5/2007)

     

    You
      have been granted Restricted Stock Units (“RSUs”) pursuant to the Textron 2007
      Long-Term Incentive Plan (the “Plan”).  Textron grants Restricted
      Stock Units to attract, retain and reward employees, to increase stock ownership
      and identification with Textron’s interests, and to provide incentive for
      remaining with and enhancing the value of Textron over the
      long-term.  In consideration for granting Restricted Stock Units to
      you, please acknowledge that you have read and agree to this Restricted Stock
      Unit Non-Competition Agreement by signing the attached Notice of Grant of
      Restricted Stock Unit and Restricted Stock Unit Agreement.

    


    Agreement
      regarding YourRestricted Stock Units

    


    
      	
               

            	
              1.     Forfeiture
                of RSU Shares and required repayment if you engage in certain competitive
                activities

            


    

    If
      at any
      time during the Period of Restriction (as defined in the Notice of Grant of
      Restricted Stock Unit and Restricted Stock Unit Agreement) while you are a
      Company employee, or within two years after the termination of your employment,
      you do any of the following activities:

     

    
      	
              (a)  

            	
              engage
                in any business which competes with the Company’s business (as defined in
                Paragraph 2) within the Restricted Territory (as defined in Paragraph
                3);
                or

            


    

     

    
      	
              (b)  

            	
              solicit
                customers, business or orders or sell any products and services
                (i) in competition with the Company’s business within the Restricted
                Territory or (ii) for any business, wherever located, that competes
                with
                the Company’s business within the Restricted Territory;
                or

            


    

    


    
      	
               

            	
                  (c)

            	
              divert,
                entice or otherwise take away customers, business or orders of the
                Company
                within the Restricted Territory, or attempt to do so;
                or

            


    

     

    
      	
                            (d)

            	
              promote
                or assist, financially or otherwise, any firm, corporation or other
                entity
                engaged in any business which competes with the Company’s business within
                the Restricted Territory;

            


    

     

    then
      your
      right to receive all  shares (“RSU Shares”) issuable pursuant to your
      Restricted Stock Units shall be forfeited effective the date you enter into
      such
      activity, and you will be required to repay Textron an amount equal to the
      fair
      market value of any RSU Shares issued to you on the date beginning 180 days
      prior to the earlier of (a) your termination of employment or (b) the date
      you
      engage in such activity, or at any time after such date.  The
      Organization and Compensation Committee of the Board of Directors (or its duly
      appointed agent) may require, in its discretion, that you return any RSU Shares
      that you hold rather than paying the cash equivalent of the gain realized on
      that investment. You will be in violation of Paragraph 1 if you engage in any
      or
      all of the activities discussed in this Paragraph directly as an individual
      or
      indirectly as an employee, representative, consultant or in any other capacity
      on behalf of any firm, corporation or other entity.

     

    2.         Company’s
      business – defined

    For
      the
      purpose of this Agreement:

     

    
      	
              (a)  

            	
              the
                Company shall include Textron and all subsidiary, affiliated or related
                companies or operations of Textron,
                and

            


    

     

    
      	
              (b)  

            	
              the
                Company’s business shall include the products manufactured, marketed and
                sold and/or the services provided by any operation of the Company
                for
                which you have worked or to which you were assigned or had responsibility
                (either direct or supervisory), at the time of the termination of
                your
                employment and any time during the two-year period prior to such
                termination.

            


    

     

    3.        Restricted
      Territory -- defined

    For
      the
      purpose of Paragraph 1, the Restricted Territory shall be defined as and limited
      to:

     

    
      	
              (a)  

            	
              the
                geographic area(s) within a one hundred (100) mile radius of any
                and all
                Company location(s) in or for which you have worked or to which you
                were
                assigned or had responsibility (either direct or supervisory), at
                the time
                of the termination of your employment and at any time during the
                two-year
                period prior to such termination;
                and

            


    

     

    
      	
              (b)  

            	
              all
                of the specific customer accounts, whether within or outside of the
                geographic area described in (a) above, with which you have had any
                contact or for which you have had any responsibility (either direct
                or
                supervisory), at the time of termination of your employment and at
                any
                time during the two-year period prior to such
                termination.

            


    

    


    
      	
              4.

            	
              Forfeiture
                of RSU Shares and required repayment if you engage in certain solicitation
                activities

            


    

    If
      you
      directly or indirectly solicit or induce or attempt to solicit or induce any
      employee(s), sales representative(s), agent(s) or consultant(s) of the Company
      to terminate their employment, representation or other association with the
      Company, then your right to receive all RSU Shares shall be forfeited effective
      the date you enter into such activity and you will be required to repay Textron
      an amount equal to the fair market value of any RSU Shares issued to you on
      the
      date beginning 180 days prior to the earlier of (a) your termination of
      employment or (b) the date you engage in such activity, or at any time after
      such date.  The Organization and Compensation Committee of the Board
      of Directors (or its duly appointed agent) may require, in its discretion,
      that
      you return any RSU Shares that you hold rather than paying the cash equivalent
      of the gain realized on that investment.

     

    5.        Forfeiture
      of RSU Shares and required repayment if you disclose confidential
      information

    You
      specifically acknowledge that any trade secrets or confidential business and
      technical information of the Company or its suppliers or customers, whether
      reduced to writing, maintained on any form of electronic media, or maintained
      in
      your mind or memory and whether compiled by you or the Company, derives
      independent economic value from not being readily known to or ascertainable
      by
      proper means by others who can obtain economic value from its disclosure or
      use;
      that reasonable efforts have been made by the Company to maintain the secrecy
      of
      such information; that such information is the sole property of the Company
      or
      its suppliers or customers and that any retention, use or disclosure of such
      information by you during your employment (except in the course of performing
      your duties and obligations of employment with the Company) or after termination
      thereof, shall constitute a misappropriation of the trade secrets of the Company
      or its suppliers or customers.  If you directly or indirectly
      misappropriate any such trade secrets, then your right to receive all RSU Shares
      shall be forfeited effective the date you enter into such activity and you
      will
      be required to repay Textron an amount equal to the fair market value of any
      RSU
      Shares issued to you on the date beginning 180 days prior to the earlier of
      (a)
      your termination of employment or (b) the date you engage in such activity,
      or
      at any time after such date.  The Organization and Compensation
      Committee of the Board of Directors (or its duly appointed agent) may require,
      in its discretion, that you return any RSU Shares that you hold rather than
      paying the cash equivalent of the gain realized on that investment.

     

    6.         Organization
      and Compensation Committee Discretion

    You
      may
      be released from your obligations under Paragraph 1, 4 and 5 above only if
      the
      Organization and Compensation Committee of the Board of Directors (or its duly
      appointed agent) determines in its sole discretion that such action is in the
      best interests of Textron.

     

    7.        Severability

    


    The
      parties agree that each provision contained in this Agreement shall be treated
      as a separate and independent clause, and the unenforceability of any one clause
      shall in no way impair the enforceability of any of the other clauses
      herein.  Moreover, if one or more of the provisions contained in this
      Agreement shall for any reason be held to be excessively broad as to scope,
      activity or subject, then such provisions shall be construed by the appropriate
      judicial body by limiting and reducing it or them, so as to be enforceable
      to
      the extent compatible with the applicable law.