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Raytheon Co – ‘10-Q’ for 10/26/10 – ‘EX-10.4’

On:  Thursday, 10/28/10, at 10:37am ET   ·   For:  10/26/10   ·   Accession #:  1193125-10-239131   ·   File #:  1-13699

Previous ‘10-Q’:  ‘10-Q/A’ on 8/19/10 for 6/27/10   ·   Next:  ‘10-Q’ on 4/28/11 for 4/3/11   ·   Latest:  ‘10-Q’ on 10/24/19 for 9/29/19

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/28/10  Raytheon Co                       10-Q       10/26/10   88:7.5M                                   Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    779K 
 2: EX-10.1     Amendment No.1 to Raytheon 2010 Stock Plan          HTML     25K 
 3: EX-10.2     Form of Restricted Stock Agreement                  HTML     37K 
 4: EX-10.3     Form of Restricted Stock Unit Agreement             HTML     39K 
 5: EX-10.4     Form of U.K. Restricted Stock Unit Agreement        HTML     40K 
 6: EX-10.5     Form of Performance Stock Unit Award Agreement      HTML     46K 
 7: EX-10.6     Separation Agreement Between Raytheon Company and   HTML     51K 
                Daniel L. Smith                                                  
 8: EX-15       Pricewaterhousecoopers LLP Awareness Letter         HTML     27K 
 9: EX-31.1     Certification of William H. Swanson, Pursuant to    HTML     32K 
                Section 302                                                      
10: EX-31.2     Certification of David C. Wajsgras, Pursuant to     HTML     32K 
                Section 302                                                      
11: EX-32.1     Certification of William H. Swanson, Pursuant to    HTML     26K 
                Section 906                                                      
12: EX-32.2     Certification of David C. Wajsgras Pursuant to      HTML     26K 
                Section 906                                                      
64: XML         IDEA XML File -- Definitions and References          XML    194K 
78: XML         IDEA XML File -- Filing Summary                      XML    194K 
73: XML.R1      Document and Entity Information                      XML    128K 
74: XML.R2      Consolidated Balance Sheets                          XML    340K 
44: XML.R3      Consolidated Balance Sheets (Parenthetical)          XML     74K 
50: XML.R4      Consolidated Statements of Operations (Unaudited)    XML    423K 
62: XML.R5      Consolidated Statements of Operations (Unaudited)    XML    101K 
                - Amounts Attributable to Raytheon Company Common                
                Stockholders                                                     
60: XML.R6      Consolidated Statements of Cash Flows (Unaudited)    XML    397K 
84: XML.R7      Basis of Presentation                                XML     42K 
29: XML.R8      Inventories                                          XML     45K 
59: XML.R9      Product Warranty                                     XML     52K 
25: XML.R10     Accounting Standards                                 XML     43K 
24: XML.R11     Acquisitions                                         XML     57K 
43: XML.R12     Discontinued Operations                              XML     42K 
67: XML.R13     Fair Value Measurements                              XML     77K 
45: XML.R14     Derivative Financial Instruments                     XML     84K 
47: XML.R15     Commitments and Contingencies                        XML     61K 
55: XML.R16     Stockholders' Equity                                 XML    129K 
88: XML.R17     Pension and Other Employee Benefits                  XML     79K 
40: XML.R18     Income Taxes                                         XML     53K 
19: XML.R19     Business Segment Reporting                           XML    143K 
49: XML.R20     Subsequent Events                                    XML     41K 
66: XML.R21     Inventories (Tables)                                 XML     43K 
34: XML.R22     Product Warranty (Tables)                            XML     51K 
63: XML.R23     Acquisitions (Tables)                                XML     56K 
48: XML.R24     Fair Value Measurements (Tables)                     XML     75K 
83: XML.R25     Derivative Financial Instruments (Tables)            XML    100K 
70: XML.R26     Commitments and Contingencies (Tables)               XML     55K 
51: XML.R27     Stockholders' Equity (Tables)                        XML    159K 
56: XML.R28     Pension and Other Employee Benefits (Tables)         XML     74K 
23: XML.R29     Income Taxes (Tables)                                XML     47K 
27: XML.R30     Business Segment Reporting (Tables)                  XML    161K 
35: XML.R31     Inventories (Detail)                                 XML     73K 
41: XML.R32     Inventories - Additional Information (Detail)        XML     48K 
54: XML.R33     Activity Related to Product Warranty Accruals        XML    103K 
                (Detail)                                                         
69: XML.R34     Accounting Standards - Additional Information        XML    112K 
                (Detail)                                                         
21: XML.R35     Acquisitions - Additional Information (Detail)       XML     66K 
30: XML.R36     Rollforward of Goodwill by Segment (Detail)          XML    171K 
75: XML.R37     Discontinued Operations - Additional Information     XML     75K 
                (Detail)                                                         
82: XML.R38     Fair Value Measurements - Additional Information     XML     65K 
                (Detail)                                                         
52: XML.R39     Assets and Liabilities Measured at Fair Value on a   XML    197K 
                Recurring Basis (Detail)                                         
86: XML.R40     Retained Interest Activity, Discontinued             XML    130K 
                Operations (Detail)                                              
31: XML.R41     Derivative Financial Instruments - Additional        XML     94K 
                Information (Detail)                                             
87: XML.R42     Fair Value of Asset and Liability Derivatives        XML     88K 
                Related to Foreign Currency Forward Contracts                    
                (Detail)                                                         
37: XML.R43     Pretax Gains (Losses) Related to Foreign Currency    XML    127K 
                Forward Contracts Designated as Cash Flow Hedges                 
                (Detail)                                                         
20: XML.R44     Pretax Losses Related to Foreign Currency Forward    XML    104K 
                Contracts Not Designated as Cash Flow Hedges                     
                (Detail)                                                         
36: XML.R45     Notional Amounts of Outstanding Foreign Currency     XML    196K 
                Forward Contracts (Detail)                                       
65: XML.R46     Estimates of Total Remediation Costs, Weighted       XML     74K 
                Average Risk-Free Rate, Total Remediation Costs -                
                Discounted and Recoverable Portion (Detail)                      
81: XML.R47     Stated Values Outstanding (Detail)                   XML     65K 
46: XML.R48     Commitments and Contingencies - Additional           XML    219K 
                Information (Detail)                                             
38: XML.R49     Repurchases of Common Stock Under Share Repurchase   XML     55K 
                Programs (Detail)                                                
53: XML.R50     Stockholders' Equity - Additional Information        XML    717K 
                (Detail)                                                         
22: XML.R51     Changes in Shares of Common Stock Outstanding        XML     67K 
                (Detail)                                                         
57: XML.R52     EPS from Continuing Operations Attributable to       XML    148K 
                Raytheon Company Common Stockholders and Unvested                
                Share-Based Payment Awards (Detail)                              
39: XML.R53     Weighted-Average Shares Outstanding for Basic and    XML    101K 
                Diluted EPS (Detail)                                             
28: XML.R54     Weighted-Average Shares Outstanding for Basic and    XML     62K 
                Diluted EPS (Parenthetical) (Detail)                             
80: XML.R55     Stock Options Included in Calculations of EPS        XML     62K 
                (Detail)                                                         
77: XML.R56     Restricted Stock Activity (Detail)                   XML     67K 
42: XML.R57     Computation of Other Comprehensive Income (Loss)     XML    190K 
                (Detail)                                                         
33: XML.R58     Components of Net Periodic Pension Expense           XML    273K 
                (Detail)                                                         
71: XML.R59     Pension and Other Employee Benefits - Additional     XML    295K 
                Information (Detail)                                             
26: XML.R60     Income Taxes - Additional Information (Detail)       XML    289K 
61: XML.R61     Rollforward of Unrecognized Tax Benefits (Detail)    XML     91K 
58: XML.R62     Segment Operating Performance (Detail)               XML    597K 
76: XML.R63     Components of Operating Income (Detail)              XML    209K 
72: XML.R64     Components of Intersegment Operating Income          XML    316K 
                (Detail)                                                         
85: XML.R65     Components of Identifiable Assets (Detail)           XML    236K 
32: XML.R66     Subsequent Events - Additional Information           XML    145K 
                (Detail)                                                         
79: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    852K 
13: EX-101.INS  XBRL Instance -- rtn-20100926                        XML   1.36M 
15: EX-101.CAL  XBRL Calculations -- rtn-20100926_cal                XML    222K 
16: EX-101.DEF  XBRL Definitions -- rtn-20100926_def                 XML    865K 
17: EX-101.LAB  XBRL Labels -- rtn-20100926_lab                      XML    824K 
18: EX-101.PRE  XBRL Presentations -- rtn-20100926_pre               XML    928K 
14: EX-101.SCH  XBRL Schema -- rtn-20100926                          XSD    203K 
68: ZIP         XBRL Zipped Folder -- 0001193125-10-239131-xbrl      Zip    129K 


‘EX-10.4’   —   Form of U.K. Restricted Stock Unit Agreement


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Form of U.K. Restricted Stock Unit Agreement  

 

Exhibit 10.4

RAYTHEON 2010 STOCK PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement, dated as of                         (the “Award Date”) is between Raytheon Company (the “Company”), and                         , an employee of the Company or one of its Affiliates (“you”).

 

1. Award of Units

The Company hereby awards you the number of restricted stock units (“Units”) set forth below, with respect to its common stock, par value $0.01 per share (the “Stock”), subject to the terms and conditions of the Raytheon 2010 Stock Plan (the “Plan”) and the vesting and other provisions of this Agreement. Subject to the provisions hereof, each Unit represents the right to receive one share of Stock ( a “Share”) plus additional cash payments in lieu of dividends as described in Section 5 below.

 

Total Number of Restricted Units

(the “Award”):

   Vesting Date/ # Units  

Vesting Schedule:

(Each period from the Award Date until the Vesting Date is a “Restriction Period”.)

  

 

2. Vesting of Units

Subject to Sections 3 and 4 below, if you are continuously employed by the Company or an Affiliate from the Award Date until the Vesting Date noted above, the Units associated with that Vesting Date shall vest and the restrictions on those Units shall lapse. With respect to any Units that vest, the Company shall promptly deliver to you evidence of ownership of the net number of Shares equal to the number of vested Units reduced by the number of Shares necessary to satisfy tax withholding obligations as described in Section 6 F below.

 

3. Effect of Termination of Employment

If during the Restriction Period you cease to be an employee of the Company or an Affiliate for any reason, other than as set forth in Section 4 below, then you shall cease to be entitled to any Units or delivery of any Shares in which Units are settled as to which the applicable restrictions have not previously lapsed. All rights in and to such Units and related Shares, including any prorated portion of Units or related Shares with respect to a partial year of employment, as well as cash in lieu of dividends as described in Section 5 below, shall be forfeited immediately after you cease to be an employee of the Company or an Affiliate.

 

4. Effect of Death, Medical Leave of Absence, Disability or Change in Control

Notwithstanding anything above to the contrary, the Units shall vest and restrictions on the Units shall lapse as follows:

 

  a) immediately upon your death;

 

  b) in accordance with the Vesting Schedule in the event of (i) a Medical Leave of Absence of at least one year or (ii) Disability; or

 

  c) immediately upon a Change in Control.


 

5. Payment of Dividend Equivalents

Upon the vesting and lapsing of restrictions on Units, you shall be entitled to receive a cash payment in lieu of dividends on the number of Shares those Units represent, if and to the extent that the Board has approved a dividend for all Company shareholders during the Restriction Period applicable to such Units. The dividend equivalent amount shall be a cash payment based upon the number of Units vesting hereunder multiplied by each quarterly per share dividend approved by the Board multiplied by the number of fiscal quarters during the Restriction Period applicable to such Units. You will not be entitled to any cash payment in lieu of dividends relating to Units covered by this Award which are forfeited prior to vesting.

 

6. Other Provisions

 

  A. Employer’s National Insurance Contributions. The Company has granted this Award on the terms that vesting is conditional upon the Recipient agreeing to pay for any secondary Class 1 National Insurance contributions arising in respect of the Units awarded hereunder, by executing this Agreement or (if the Company so determines) by completing and delivering to the Company prior to vesting a joint election in respect of the same in a form approved by HM Revenue & Customs.

 

  B. No Guaranty of Future Awards. This award does not guarantee you the right to or expectation of future Awards under the Plan or any future plan adopted by the Company.

 

  C. No Rights as Shareholder. You shall not be considered a shareholder of the Company with respect to the Units until Shares are issued to you in payment of the Units. Therefore, you have no right to vote the Units or to receive dividends with respect to such Units except as provided in Section 5 above.

 

  D. No Rights to Continued Employment. This Award shall not be deemed to create a contract or other promise of continued employment with the Company or an Affiliate and shall not in any way prohibit or restrict the ability of the Company or an Affiliate to terminate your employment at any time for any reason.

 

  E. Restrictions on Transfer of Units. Until the vesting of, and lapse of the restrictions applicable to, any Units and the delivery of Shares in payment therefor, Units may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process.

 

  F. Taxes. Taxes may be assessed and/or withheld as required by law at applicable United States federal, state and/or other tax rates (under the laws of the jurisdictions in which you reside or that may otherwise be applicable to you) with respect to Units, issuance of Shares and cash in lieu of dividends.

 

  G. Clawback. If you are an elected officer, in addition to any other remedies available to the Company (but subject to applicable law), if the Board determines that it is appropriate, the Company may recover (in whole or in part) any payment made pursuant to this Award where: (1) the payment was predicated upon achieving certain financial results that were subsequently the subject of a restatement of Company financial statements filed with the Securities and Exchange Commission; (2) the Board determines that you engaged in knowing or intentional fraudulent or illegal conduct that caused or substantially caused the need for the restatement; and (3) a lower payment would have been made to you pursuant to the Award based upon the restated financial results. In any such instance, the Company will, to the extent practicable, seek to recover from you the amount by which the payment pursuant to the Award for the relevant period exceeded the lower payment that would have been made based on the restated financial results. The Company’s right of recovery applies to both the vested and unvested portion of the Award.

 

2


 

  H. Plan. All terms and conditions of the Plan are incorporated herein by reference and constitute an integral part hereof. Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

 

  I. Notices. Notices required or permitted hereunder shall be in writing and shall be delivered personally or by mail, postage prepaid, addressed to Raytheon Company, 870 Winter Street, Waltham, Massachusetts 02451, Attention: Senior Vice President, Human Resources, and to you at your address as shown on the Company’s payroll records.

Your acceptance of this Award constitutes your agreement to the terms of this Restricted Stock Unit Award Agreement.

 

RAYTHEON COMPANY
  
Name:
Title:

 

3


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:10/28/108-K,  S-3ASR
For Period end:10/26/10
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Filing Submission 0001193125-10-239131   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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