Textron 2020 Proxy Statement

TEXTRON 2020 PROXY STATEMENT 49 (1) Mr. Donnelly and Mr. Connor are retirement eligible (age 55 with at least ten years of service to Textron) which entitles them to continued vesting of their unvested RSUs, stock options and PSUs upon a voluntary termination. (2) Amounts reported in the “Change in Control” column are paid only upon a “not for cause” or “good reason” termination in connection with a Change in Control. (3) Amounts reported for RSUs, stock options and PSUs reflect accelerated, prorated and/or continued vesting triggered by termination event under each scenario, respectively. PSU amounts have been calculated assuming that the 2018-2020 PSU cycle will be paid at 81.8% of target and the 2019–2021 PSU cycle will be paid at 79.1% of target. These figures are based on actual Company performance against goals for 2018 and 2019, and target Company performance against goals for 2020 and 2021. In addition, the figures assume median total shareholder return performance over each three-year PSU cycle. (4) Potential pension benefits have been calculated assuming a discount rate of 3.45%. (5) Other benefits (i) for Mr. Donnelly, includes, under the “Not for Cause” scenario, $12,364 in continuation of insurance coverage and $134,800 in additional benefits under retirement plans, and, under the “Change in Control” scenario, $18,546 in continuation of insurance coverage, $202,200 in additional benefits under retirement plans and outplacement assistance valued at $175,000, (ii) for the other NEOs, represents continuation of health benefits. For Not For Change in Voluntary (1) Disability Death Cause Cause Control (2) Annual Incentive / Severance $ 0 $ 0 $ 0 $0 $ 6,552,000 $ 9,828,000 RSU settled in stock or cash (3) 11,303,337 11,303,337 11,303,337 0 11,303,337 11,303,337 Stock Options (3) 0 0 0 0 0 0 Cash settlement of PSUs (3) 7,398,355 3,538,298 3,538,298 0 7,398,355 7,398,355 Pension benefit (4) 0 0 0 0 4,849,719 6,468,148 Other benefits (5) 0 0 0 0 147,164 395,746 Amount Triggered due to Termination $18,701,692 $14,841,635 $14,841,635 $0 $30,250,575 $35,393,586 For Not For Change in Voluntary (1) Disability Death Cause Cause Control (2) Annual Incentive / Severance $ 0 $ 0 $ 0 $0 $ 2,000,000 $ 2,000,000 RSU settled in stock or cash (3) 3,276,534 3,276,534 3,276,534 0 3,276,534 3,276,534 Stock Options (3) 0 0 0 0 0 0 Cash settlement of PSUs (3) 2,165,248 1,032,396 1,032,396 0 2,165,248 2,165,248 Pension benefit 0 0 0 0 0 0 Other benefits (5) 0 0 0 0 0 22,945 Amount Triggered due to Termination $ 5,441,782 $  4,308,930 $ 4,308,930 $0 $  7,441,782 $ 7,464,727 For Not For Change in Voluntary Disability Death Cause Cause Control (2) Annual Incentive / Severance $ 0 $ 0 $ 0 $0 $ 1,434,000 $ 1,434,000 RSU settled in stock or cash (3) 0 1,454,900 1,454,900 0 0 1,454,900 Stock Options (3) 0 0 0 0 0 0 Cash settlement of PSUs (3) 0 452,684 452,684 0 0 944,534 Pension benefit 0 0 0 0 0 0 Other benefits (5) 0 0 0 0 0 14,931 Amount Triggered due to Termination $ 0 $   1,907,584 $   1,907,584 $0 $ 1,434,000 $ 3,848,365 For Not For Change in Voluntary Disability Death Cause Cause Control (2) Annual Incentive / Severance $ 0 $ 0 $ 0 $0 $ 1,000,000 $ 1,000,000 RSU settled in stock or cash (3) 0 614,907 614,907 0 0 614,907 Stock Options (3) 0 0 0 0 0 0 Cash settlement of PSUs (3) 0 276,539 276,539 0 0 597,880 Pension benefit 0 0 0 0 0 0 Other benefits (5) 0 0 0 0 0 22,945 Amount Triggered due to Termination $ 0 $ 891,446 $ 891,446 $0 $ 1,000,000 $  2,235,732 Scott C. Donnelly Frank T. Connor E. Robert Lupone Julie G. Duffy