Textron 2020 Proxy Statement

40 TEXTRON 2020 PROXY STATEMENT Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019 The following table sets forth information on plan-based compensation awards granted to the NEOs during Textron’s 2019 fiscal year. Annual equity awards were approved on January 25, 2019 for grant on March 1, 2019. Scott C. Donnelly Annual IC 1,854,000 3,708,000 3/1/2019 PSUs 4,204,844 6,307,266 1,705,183 3/1/2019 RSUs 70,488 3,836,662 3/1/2019 Stock Options 242,419 54.43 3,544,166 3/1/2019 PSUs (7) 2,705,579 Frank T. Connor Annual IC 1,000,000 2,000,000 3/1/2019 PSUs 1,239,835 1,859,752 502,788 3/1/2019 RSUs 20,784   1,131,273 3/1/2019 Stock Options 71,480 54.43 1,045,038 3/1/2019 PSUs (7) 777,768 E. Robert Lupone Annual IC 600,000 1,200,000   3/1/2019 PSUs 534,088 801,132 216,588 3/1/2019 RSUs  8,953   487,312 3/1/2019 Stock Options  30,791 54.43 450,164 3/1/2019 PSUs (7) 346,666 Julie G. Duffy Annual IC 412,500 825,000 3/1/2019 PSUs 367,190 550,785  148,906 3/1/2019 RSUs  6,155   335,017 3/1/2019 Stock Options 21,169 54.43 309,491 3/1/2019 PSUs (7) 137,587 (1) These amounts refer to awards of annual incentive compensation made under our Short-Term Incentive Plan. The performance metrics and methodology for calculating payments are described in the CD&A. (2) These amounts refer to PSU grants made under the Textron Inc. 2015 Long-Term Incentive Plan, which are performance-based long-term grants of share units paid in cash, designed to reward the achievement of specified goals over three distinct fiscal-year performance periods. The performance metrics and methodology for calculating payments are described in the CD&A. Grants of PSUs in 2019 vest at the end of fiscal 2021. The “target” amount to be paid in 2022 assumes 100% earned and is based on the 2019 fiscal year-end share price of $44.74. The “maximum” that can be paid per the plan design is 150% of the PSUs granted, as described in the CD&A. Both target and maximum amounts assume median TSR performance for the three-year performance period. (3) These amounts represent the number of RSUs granted in 2019 pursuant to the Textron Inc. 2015 Long-Term Incentive Plan. RSUs earn dividend equivalents until vested and vest over five years, in three equal annual installments, beginning on the third anniversary of the grant date. (4) These amounts represent the number of stock options granted in 2019 pursuant to the Textron Inc. 2015 Long-Term Incentive Plan. All annual grants of stock options vest ratably over three years, beginning on March 1, 2020, and annually thereafter. (5) Reflects the exercise price for the stock options granted on March 1, 2019 which is equal to the closing price on the grant date. (6) Represents the grant date fair value of each equity award listed in the table as determined in accordance with generally accepted accounting principles. With respect to PSUs granted in 2019, the amounts in this column represent the value of only the 2019 portion of the 2019-2021 grant because the grant is subject to three single-year performance periods (2019, 2020 and 2021). (7) Represents grant date fair value of the 2019 portion of the 2017–2019 and 2018–2020 PSU awards.  All Other Stock All Other Grant Awards: Option Exercise Date Fair Number of Awards: or Base Value Shares Number of Price of Stock of Stock Securities of Option and Grant Grant Target Maximum Target Maximum or Stock Underlying Awards Option Name Date Type ($) ($) ($) ($) Units (#) (3) Options (#) (4) ($/sh) (5) Awards (6)