Eligibility under 2024 Plan Individuals eligible to participant in the 2024 Plan include all of the employees and non-employee directors of the Company or any of its subsidiaries. The Organization and Compensation Committee (the “Committee”) will have the authority to select the participants in the 2024 Plan. At December 30, 2023, we employed approximately 35,000 employees worldwide (all of whom could be eligible for awards under the 2024 Plan, together with our nine non-employee directors). Approximately 600 employees currently are participants in the Company’s long-term incentive compensation program. Shares Available for Award under 2024 Plan The number of shares of Textron common stock (“Shares”) remaining available for grant under the 2015 Plan is not sufficient for the next few years of long-term awards. The 2024 Plan authorizes the issuance of a maximum of 10,000,000 Shares, 3,127,000 of which may be issued in connection with full-value awards settled in shares, such as restricted stock, restricted stock units, performance stock, and performance share units. No Shares remaining available for grant from the 2015 Plan will be added to the 2024 Plan, although any Shares that are subject to outstanding awards under the 2015 Plan and cease to be subject to such awards after March 2, 2024 due to cancellation, forfeiture, or expiration of such awards will be added to the totals referred to above (including the number of Shares available for full-value awards, to the extent such Shares were subject to full value awards that were outstanding under the 2015 Plan) and will be available for issuance under the 2024 Plan. Notwithstanding anything to the contrary in the 2024 Plan, the maximum number of Shares that may be issued under the 2024 Plan will be reduced by one share for every share subject to an award granted under the 2015 Plan after March 2, 2024 and prior to the date on which the 2024 Plan becomes effective (and will reduce the number of shares available for full value awards, to the extent such shares were subject to full value awards granted under the 2015 plan after March 2, 2024). In the case of awards under the 2024 Plan that are denominated and intended to be settled in Shares, but which are forfeited or cancelled or otherwise expire without having been exercised or settled in Shares, or that are settled through issuance of consideration other than Shares (including cash), the corresponding Shares again will be available for issuance under the 2024 Plan. The closing price of Textron common stock as reported on The New York Stock Exchange on March 1, 2024 was $88.68. Administration of 2024 Plan The 2024 Plan will be administered by the Committee, provided that awards to non-employee directors will be administered by the Nominating and Corporate Governance Committee of the Board. The Committee will have the responsibility to select the employee participants in the Plan, grant awards to eligible participants, and determine the terms and conditions of each award, in addition to other broad authority and responsibilities specified in the 2024 Plan. The Committee may delegate some or all of its authority to one or more officers or employees of the Company, except that it may not delegate its authority with respect to awards to executive officers or as to certain types of awards or acts under the 2024 Plan. Change of Control The Committee has the authority to determine the effect of a Change of Control (as defined in the 2024 Plan) on vesting, exercisability, settlement, payment or lapse of restrictions applicable to an award, which effect may be specified in the applicable award document or determined at a later time. Generally, unless the applicable award document provides otherwise, if a participant’s employment with the Company and its subsidiaries is terminated involuntarily without Cause (including resignation by the participant for “good reason”) (each, as defined in the applicable award document), within two years after a Change of Control (a) all options and stock appreciation rights will become immediately exercisable, (b) all restrictions applicable to restricted stock and restricted stock units will lapse, (c) the performance goals applicable to performance stock, performance share units and other performance-based awards will be deemed satisfied at target levels, (d) the vesting of all other awards denominated in Shares will be accelerated and (e) any award that became earned or vested as a result of the Change of Control will be paid in full within 30 days after the vesting date. TEXTRON 2024 PROXY STATEMENT 59
RkJQdWJsaXNoZXIy MjQ2MDYz