Exhibit 10



Exhibit 10.3



TEXTRON



Notice of Grant of Restricted Stock

and

Restricted Stock Agreement

 



  
  	
        [Name]

        [Address]

        	
        RS Number:

        ID:

        Location Code:

        



  



        Effective [Grant Date], you have been granted [# shares] shares
of Restricted Stock (the "Shares"). This grant is governed by the
Restricted Stock Terms and Conditions (7/2003) ("Terms and
Conditions") and the 1999 Long-Term Incentive Plan Prospectus, both
of which are available on the Textron Enterprise Intranet and is subject to the
Restricted Stock Non-Competition Agreement (7/2003)
("Non-Competition Agreement") attached hereto.

The Shares will vest on the dates shown below, subject to earlier expiration
or termination as provided in the Terms and Conditions:




	
      Shares
	
      Vest Date

	 	 
	 	 
	 	 
	
       

    	 



 


By your signature and the Company's signature below, you and the
Company agree that this grant is governed by the Terms and Conditions and 1999
Long-Term Incentive Plan Prospectus, both of which are available on the
Textron Enterprise Intranet and is subject to the Non-Competition
Agreement attached hereto.


TEXTRON INC.



  
	
      By:
	
       

    	 	
       

    
	 	 	 	
      Date



  



  
	
      Agreed by:
	
       

    	 	
       

    
	 	
           [Optionee]
	 	
      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 1999
LONG-TERM
INCENTIVE PLAN
FOR TEXTRON
EMPLOYEES

RESTRICTED
STOCK TERMS
AND CONDITIONS

(7/2003)

Textron has awarded a number of shares
of restricted stock to executive. As restrictions on particular shares lapse,
Textron will issue to the executive that number of shares less the number of
shares needed to satisfy required statutory withholding. Shares of Textron stock
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 of Restricted Stock 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 be
issued shares of Textron stock 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 six months 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 award.

Notwithstanding the above, the applicable Period of Restriction for the shares
of Restricted Stock shall end immediately upon a "Change in Control"
of Textron. 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 these Terms and Conditions. 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 herein defined,
executive's then-unvested restricted shares will be forfeited.

The number of shares of Restricted Stock awarded to the executive hereunder
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Textron's common stock resulting from a stock split,
stock divided or any other increase or decrease in such shares effective without
receipt of consideration by Textron.

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 shall not be
assignable or transferable by the executive until after the last day of the
applicable Period of Restriction.

The executive shall not have voting rights nor will the executive qualify for
dividends with respect to the Restricted Stock during the Period of Restriction.


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 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 duties or his 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, the period prior to vesting.


"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, due to injury, illness, disease or bodily
or mental infirmity, to engage in the performance of his material duties of
employment with Textron for a period of more than one hundred eighty (180)
consecutive days or for a period that is reasonably expected to exist for a
period of more than one hundred eighty (180) consecutive days, provided that
interim returns to work of less than ten (10) consecutive business days in
duration shall not be


2


deemed to interfere with a determination of consecutive
absent days if the reason for absence before and after the interim return are
the same. The existence or non-existence of a Disability shall be
determined by a physician whose selection is mutually agreed upon by the
Executive (or his representatives) and Textron.


"Change in Control"


A "Change in Control" of Textron shall be deemed to have occurred
as of the first day any one or more of the following conditions shall have been
satisfied:

(a) Any "person" or "group" (within the meaning of
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) other than Textron, any trustee or other
fiduciary holding Company 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's common stock, is or becomes the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act) of more than thirty
percent (30%) of the then outstanding voting stock;

(b) During any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board and any new director whose
election by the Board or 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 the
two year period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority of the Board;

(c) The consummation of 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 being converted into voting
securities of the surviving entity) more than fifty percent (50%) of the
combined voting securities of Textron or such surviving entity outstanding
immediately after such merger or consolidation; or

(d) The approval of the stockholders of Textron of a plan of complete
liquidation of Textron or an agreement for the sale or disposition by Textron of
all or substantially all of its assets.


34


"Pro-Rata Portion"


"Pro-Rata Portion" shall mean the number of
complete or partial months of executive's active service to Textron
during the vesting period divided by the number of months in the vesting period.


Example: An executive was granted
2,400 shares of Restricted Stock on July 16, 2003 with the following vesting
schedule:



	
        
        Shares
      
	
      Vest Dates

	
      800
	
      July 16, 2006

	
      800
	
      July 16, 2007

	
      800
	
      July 16, 2008






The executive terminates employment with Textron on August
30, 2005 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', the executive is eligible for prorate
vesting of the restricted share grant. The number of pro-rata shares
earned would be calculated as follows:


 


  
	
      Vest Date
	
      Shares Granted
	
      

    	
      Number of

      Complete or

      Partial Months

      Employed by

      Textron

      During the

      Vesting

      Period (1)
	
      

    	
      Number of

      Months in the

      Vesting

      Period
	
      =
	
      Pro-Rata

      Shares

	
      7/16/06
	
      800
	
      X
	
      26
	
      ÷
	
      36  (2)
	
      

    	
      577.778

	
      7/16/07
	
      800
	
      X
	
      26
	
      ÷
	
      48  (3)
	
      

    	
      433.333

	
      7/16/08
	
      800
	
      X
	
      26
	
      ÷
	
      60  (4)
	
      

    	
      346.667

	
      

    	
      

    	
      

    	
      

    	
      

    	
      Pro-Rata Shares

      Earned:
	
      

    	
      1,357.778*



  



(1) July 16, 2003 - August 30, 2005 (25 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
$43 on the date that the shares vest, then Textron would pay the executive
$33.45 (.778 x $43 = $33.45).





TEXTRON INC.

RESTRICTED STOCK NON-COMPETITION AGREEMENT

(7/2003)


 

The purpose of Textron's grant of Restricted Stock
(the "Shares") under the Textron 1999 Long-Term Incentive Plan
("the Plan") is 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 return for granting these Shares to you, please
acknowledge by signing the attached Notice of Grant of Restricted Stock and
Agreement that you have read and agree to the following:

    
    1.
         Forfeiture of unvested
    Shares 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 and 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 for 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 all unvested Shares shall be forfeited effective the
date you enter into such activity. 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.

  


  Page 2


  
  4.     Forfeiture
  of unvested Shares if you engage in certain solicitation activities

  
  If at any time while you have any unvested Shares 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 such unvested Shares shall be forfeited


5.      Forfeiture
of unvested Shares 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 at any time
while you have any unvested Shares you directly or indirectly misappropriate any
such trade secrets, then such unvested Shares shall be forfeited


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.