exv10w1g






Exhibit 10.1 G









Notice of Grant of Cash-Settled Restricted Stock Units

and Restricted Stock Unit Agreement




 





	 	 	 
	<<Name>>

	 	RS No.: <<Grant #>>
	<<Address>>

	 	Plan: 2007
	<<City>>, <<State>> <<ZIP>>

	 	ID: <<Emp ID>>
	<<Country>>

	 	Location: <<Business Unit>>






      




     Effective <>, 2009, pursuant to the 2007 Long-Term Incentive Plan (the “Plan”), you have
been granted <<Unit Total>> Cash-Settled Restricted Stock Units (“RSUs”) which
constitute the right to receive the cash equivalent of <<Unit Total>> shares of Common
Stock of Textron Inc., valued as provided in the Cash-Settled Restricted Stock Unit Terms and
Conditions (1/2009) (the “Terms and Conditions”). This grant is governed by the Terms and
Conditions and the Plan, both of which are available on the Textron Enterprise Intranet, and is
subject to the Cash-Settled Restricted Stock Unit Non-Competition Agreement (1/2009 version)
attached hereto.



     The Period of Restriction will end on the dates shown below and the cash value of the RSUs
will become payable to you within thirty (30) days after the Period of Restriction ends, subject to
earlier expiration or termination of your RSUs as provided in the Terms and Conditions:



	 	 	 	 	 
	RSUs	 	 	 	Vest Date
	<<Units 1>>

	 	 
	 	<>
	<<Units 2>>

	 	 	 	<>
	<<Units 3>>

	 	 	 	<>
	<<Units 4>>

	 	 	 	<>
	<<Units 5>>

	 	 	 	<>
	 	 	 
	 	 
	<<Unit Total>>
	 	 	 	 
	 	 	 
	 	 







	 	 	 

	 
	 	 	By your signature and the Company’s signature below, you and the Company agree that this grant is
governed by the attached Terms and Conditions and the Plan, both of which are available on the
Textron Enterprise Intranet. In addition, you agree that this grant is subject to the Cash-Settled
Restricted Stock Unit Non-Competition Agreement (1/2009 version) attached hereto, the terms of
which are fully incorporated herein.





 


TEXTRON INC.




	 	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	Date
	 
	 	 	 	 
	Agreed by:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Date






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

your Human Resources Department within 30 days of receipt of this document.




 









 








TEXTRON INC.

TEXTRON 2007 LONG-TERM INCENTIVE PLAN

CASH-SETTLED RESTRICTED STOCK UNIT (WITH DIVIDEND EQUIVALENTS)

TERMS AND CONDITIONS

(1/2009)

____________________





	•	 	Pursuant to the 2007 Long-Term Incentive Plan (the “Plan”), Textron has awarded to
executive the number of Cash-Settled Restricted Stock Units (“RSUs”) set forth on the
applicable Notice of Grant signed by Textron and Grantee on the terms and conditions herein
set forth. Each RSU constitutes the right to receive cash equal to the fair market value of
one share (a “Share”) of Common Stock. The RSUs payable to the executive in accordance with
the provisions of this agreement shall be paid solely in cash based on the fair market value
of the Common Stock, determined (except as provided below with respect to payment of a
Pro-Rata Portion) based on the closing price of Textron’s common stock, as reported on the New
York Stock Exchange, when the Period of Restriction ends. As the applicable “Period of
Restriction” lapses, Textron will pay to the executive cash equal to the aggregate value of
the RSUs, subject to withholding taxes. The cash payment shall be made within thirty (30)
days following the date when the Period of Restriction ends.
	 
	•	 	If the executive’s employment with Textron shall terminate for “Cause,” all payments which
may be made 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 forfeit outstanding RSUs if the
executive’s employment with Textron ends for any reason prior to the end of the Period of
Restriction applicable to such RSUs; provided that if the executive’s employment ends (other
than for Cause) 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 cash payment for a
“Pro-Rata Portion” of the value of such RSUs (subject to withholding taxes) 30 days after the
executive’s Disability or death, or six months after the executive’s retirement. The amount
of the cash payment shall be determined based on the closing price of Textron’s common stock,
as reported on the New York Stock Exchange, on the first business day after the date of the
executive’s Disability or death, or (in the event of the executive’s retirement) on the first
business day after the end of the six-month period following the executive’s retirement; and
the cash payment shall be made on the next regular payroll date after the amount is
determined.
	 
	•	 	Notwithstanding the above, the applicable Period of Restriction for the RSUs shall end
immediately upon a “Change in Control” of Textron, as defined in the Plan. In such instance,
Textron shall make a cash payment equal to the aggregate value of the RSUs to the executive
(or to the executive’s estate in the event of the executive’s death prior to payment), subject
to withholding taxes, within 30 days after the Change in Control, provided that the
accelerated payment does not violate Section 409A of the Internal Revenue Code. If the
accelerated payment of the RSUs would violate Section 409A of the Internal Revenue Code, the
payment shall be made on the date when the RSUs would have been paid if no Change in Control
had occurred. 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 outstanding RSUs will be forfeited.




 









 






	•	 	The number of Shares underlying the RSUs 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 RSUs shall not be assignable or transferable by the executive.
	 
	•	 	The executive shall not have voting rights with respect to the RSUs.
	 
	•	 	The executive’s award of RSUs with dividend equivalents shall entitle the executive to
receive an amount equal to any cash dividend declared with respect to the number of Shares
represented by those RSUs, but only to the extent that the RSUs have neither been converted to
a cash payment amount nor been forfeited before the record date for such dividend. Dividend
equivalents are paid at the same rate and same time that dividend on shares of Common Stock
are paid to Textron shareholders. The dividend equivalent shall be reduced by the amount of
any applicable tax withholding, and the net amount shall be paid in cash to the executive.
	 
	•	 	The RSUs 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 RSU, the period prior to
the date on which such RSU vests and the holder becomes entitled to a cash payment in respect
thereof.



“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, or bodily or mental infirmity
which can be expected to result in death or is expected to be permanent, and which results in the
executive’s being “disabled” within the meaning of Section 409A(a)(2)(C) of the Internal Revenue
Code. 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 six month after the grant
date before the employee is entitled to any pro-rata payment in respect of the RSUs.



 









 





TEXTRON INC.

CASH-SETTLED RESTRICTED STOCK UNIT NON-COMPETITION AGREEMENT

(1/2009)




You have been granted Cash-Settled Restricted Stock Units (“RSUs”) pursuant to the Textron 2007
Long-Term Incentive Plan (the “Plan”). Textron grants RSUs to attract, retain and reward
employees, to increase 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 RSUs to you, please acknowledge that you have read and agree to this Cash-Settled
Restricted Stock Unit Non-Competition Agreement by signing the attached Notice of Grant of
Cash-Settled Restricted Stock Unit and Restricted Stock Unit Agreement.



Agreement regarding Your Restricted Stock Units





	1.	 	Forfeiture of RSUs 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
Cash-Settled 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 any cash payment in respect of the RSUs shall be forfeited effective
the date you enter into such activity, and you will be required to repay Textron an amount
equal to any cash payment paid to you in respect of the RSUs 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. 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 RSUs 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 any cash payment in respect of the RSUs shall be forfeited effective the date you enter
into such activity and you will be required to repay Textron an amount equal to any cash
payment paid to you in respect of the RSUs 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.
	 
	5.	 	Forfeiture of RSUs 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 any cash payment in respect
of the RSUs shall be forfeited effective the date you enter into such activity and you will be
required to repay Textron an amount equal to any cash payment paid to you in respect of the
RSUs 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.
	 
	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.