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Raytheon Co – ‘10-Q’ for 7/2/17 – ‘EX-10.3’

On:  Thursday, 7/27/17, at 10:08am ET   ·   For:  7/2/17   ·   Accession #:  1047122-17-148   ·   File #:  1-13699

Previous ‘10-Q’:  ‘10-Q’ on 4/27/17 for 4/2/17   ·   Next:  ‘10-Q’ on 10/26/17 for 10/1/17   ·   Latest:  ‘10-Q’ on 10/24/19 for 9/29/19   ·   4 References:   

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

 7/27/17  Raytheon Co                       10-Q        7/02/17   90:16M

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   1.29M 
 2: EX-10.2     Raytheon 2010 Stock Plan                            HTML    113K 
 3: EX-10.3     Raytheon 2010 Stock Plan Restricted Stock Award     HTML     39K 
                Agreement                                                        
 4: EX-10.4     Raytheon 2010 Stock Plan Restricted Stock Unit      HTML     41K 
                Award Agreement                                                  
 5: EX-10.5     Raytheon 2010 Stock Plan Performance Stock Unit     HTML     62K 
                Award Agreement-Ltpp                                             
 6: EX-10.6     Raytheon 2010 Stock Plan Restricted Stock Unit      HTML     54K 
                Award Agreement-Certain Employees                                
 7: EX-10.7     Raytheon 2010 Stock Plan Restricted Stock Unit      HTML     56K 
                Award Agreement (Non Us Persons)                                 
 8: EX-15       Awareness Letter of Independent Registered Public   HTML     27K 
                Accounting Firm                                                  
 9: EX-31.1     Certification of Chairman and Chief Executive       HTML     32K 
                Officer, Section 302                                             
10: EX-31.2     Certification of Vice President and Chief           HTML     32K 
                Financial Officer, Section 302                                   
11: EX-32.1     Certification of Chairman and Chief Executive       HTML     27K 
                Officer, Section 906                                             
12: EX-32.2     Certification of Vice President and Chief           HTML     27K 
                Financial Officer, Section 906                                   
19: R1          Document and Entity Information                     HTML     48K 
20: R2          Consolidated Balance Sheets (Unaudited)             HTML    113K 
21: R3          Consolidated Balance Sheets (Unaudited)             HTML     30K 
                (Parenthetical)                                                  
22: R4          Consolidated Statements of Operations (Unaudited)   HTML    116K 
23: R5          Consolidated Statements of Comprehensive Income     HTML     69K 
                (Unaudited)                                                      
24: R6          Consolidated Statements of Equity (Unaudited)       HTML     67K 
25: R7          Consolidated Statements of Cash Flows (Unaudited)   HTML    134K 
26: R8          Basis of Presentation                               HTML     31K 
27: R9          Accounting Standards                                HTML     89K 
28: R10         Significant Accounting Policies Update              HTML     72K 
29: R11         Earnings per Share (Eps)                            HTML     90K 
30: R12         Inventories                                         HTML     38K 
31: R13         Contract Assets and Contract Liabilities            HTML     51K 
32: R14         Acquisitions and Goodwill                           HTML     57K 
33: R15         Forcepoint Joint Venture                            HTML     48K 
34: R16         Derivative and Other Financial Instruments          HTML     51K 
35: R17         Commitments and Contingencies                       HTML     57K 
36: R18         Stockholders' Equity                                HTML    117K 
37: R19         Pension and Other Employee Benefits                 HTML     84K 
38: R20         Income Taxes                                        HTML     28K 
39: R21         Business Segment Reporting                          HTML   1.10M 
40: R22         Significant Accounting Policies Update (Policies)   HTML     85K 
41: R23         Accounting Standards (Tables)                       HTML     86K 
42: R24         Significant Accounting Policies Update (Tables)     HTML     42K 
43: R25         Earnings per Share (Eps) (Tables)                   HTML     90K 
44: R26         Inventories (Tables)                                HTML     37K 
45: R27         Contract Assets and Contract Liabilities (Tables)   HTML     44K 
46: R28         Acquisitions and Goodwill (Tables)                  HTML     54K 
47: R29         Forcepoint Joint Venture (Tables)                   HTML     43K 
48: R30         Derivative and Other Financial Instruments          HTML     33K 
                (Tables)                                                         
49: R31         Commitments and Contingencies (Tables)              HTML     46K 
50: R32         Stockholders' Equity (Tables)                       HTML    107K 
51: R33         Pension and Other Employee Benefits (Tables)        HTML     88K 
52: R34         Business Segment Reporting (Tables)                 HTML   1.10M 
53: R35         Accounting Standards (Narrative) (Details)          HTML     54K 
54: R36         Accounting Standards (New Accounting                HTML     47K 
                Pronouncement, Early Adoption of ASU 2014-09)                    
                (Details)                                                        
55: R37         Accounting Standards (New Accounting                HTML     40K 
                Pronouncement, Early Adoption ASU 2016-18)                       
                (Details)                                                        
56: R38         Significant Accounting Policies Update (Narrative)  HTML     39K 
                (Details)                                                        
57: R39         Significant Accounting Policies Update (Net EAC     HTML     39K 
                adjustments) (Details)                                           
58: R40         Earnings per Share (Eps) (Narrative) (Details)      HTML     35K 
59: R41         Earnings per Share (Eps) (EPS from Continuing       HTML     49K 
                Operations) (Details)                                            
60: R42         Earnings per Share (Eps) (Income from               HTML     35K 
                participating securities) (Details)                              
61: R43         Earnings per Share (Eps) (Weighted-Average Shares)  HTML     38K 
                (Details)                                                        
62: R44         Inventories (Narrative) (Details)                   HTML     27K 
63: R45         Inventories (Schedule of Inventories) (Details)     HTML     34K 
64: R46         Contract Assets and Contract Liabilities            HTML     32K 
                (Narrative) (Details)                                            
65: R47         Contract Assets and Liabilities (Net Contract       HTML     51K 
                Assets (Liabilities)) (Details)                                  
66: R48         Acquisitions and Goodwill (Narrative) (Details)     HTML     41K 
67: R49         Acquisitions and Goodwill (Rollforward of Goodwill  HTML     49K 
                by Segments) (Details)                                           
68: R50         Forcepoint Joint Venture (Narrative) (Details)      HTML     39K 
69: R51         Forcepoint Joint Venture (Redeemable                HTML     41K 
                Noncontrolling Interest Rollforward) (Details)                   
70: R52         Derivative and Other Financial Instruments          HTML     85K 
                (Narrative) (Details)                                            
71: R53         Derivative and Other Financial Instruments          HTML     30K 
                (Schedule of Long Term Debt Details) (Details)                   
72: R54         Commitments and Contingencies (Narrative)           HTML     36K 
                (Details)                                                        
73: R55         Commitments and Contingencies (Remediation Cost     HTML     35K 
                Estimates) (Details)                                             
74: R56         Commitments and Contingencies (Stated Values        HTML     32K 
                Outstanding) (Details)                                           
75: R57         Stockholders' Equity (Narrative) (Details)          HTML     82K 
76: R58         Stockholders' Equity (Changes in Shares of Common   HTML     33K 
                Stock Outstanding) (Details)                                     
77: R59         Stockholders' Equity (Repurchases of Common Stock)  HTML     37K 
                (Details)                                                        
78: R60         Stockholders' Equity (Accumulated Other             HTML     99K 
                Comprehensive Income) (Details)                                  
79: R61         Pension and Other Employee Benefits (Narrative)     HTML     52K 
                (Details)                                                        
80: R62         Pension and Other Employee Benefits (Schedule of    HTML     30K 
                Marketable Securities) (Details)                                 
81: R63         Pension and Other Employee Benefits (Schedule of    HTML     48K 
                Components of Net Periodic Benefit Cost) (Details)               
82: R64         Pension and Other Employee Benefits (Schedule of    HTML     33K 
                Liabilities) (Details)                                           
83: R65         Pension and Other Employee Benefits (Schedule of    HTML     29K 
                Contributions) (Details)                                         
84: R66         Business Segment Reporting (Segment Results)        HTML     82K 
                (Details)                                                        
85: R67         Business Segment Reporting (Components of FAS/CAS   HTML     35K 
                Adjustment) (Details)                                            
86: R68         Business Segment Reporting (Total Assets)           HTML     42K 
                (Details)                                                        
87: R69         Business Segment Reporting (Disaggregation of       HTML    318K 
                Revenue) (Details)                                               
89: XML         IDEA XML File -- Filing Summary                      XML    157K 
88: EXCEL       IDEA Workbook of Financial Reports                  XLSX    102K 
13: EX-101.INS  XBRL Instance -- rtn-20170702                        XML   7.03M 
15: EX-101.CAL  XBRL Calculations -- rtn-20170702_cal                XML    239K 
16: EX-101.DEF  XBRL Definitions -- rtn-20170702_def                 XML    817K 
17: EX-101.LAB  XBRL Labels -- rtn-20170702_lab                      XML   1.50M 
18: EX-101.PRE  XBRL Presentations -- rtn-20170702_pre               XML    978K 
14: EX-101.SCH  XBRL Schema -- rtn-20170702                          XSD    156K 
90: ZIP         XBRL Zipped Folder -- 0001047122-17-000148-xbrl      Zip    315K 


‘EX-10.3’   —   Raytheon 2010 Stock Plan Restricted Stock Award Agreement


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



 <!   C:   C: 
  Exhibit  
Exhibit 10.3

RAYTHEON 2010 STOCK PLAN

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock 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 Shares
The Company hereby awards you the number of restricted shares of common stock of the Company, par value $.01 per share, set forth below (the “Shares”), subject to the terms and conditions of the Raytheon 2010 Stock Plan (the “Plan”) and the vesting and other provisions of this Agreement.

Total Restricted Shares (the “Award”):                Vesting Date/# Shares
Vesting Schedule    

2. Status of Shares During and Upon Vesting
The Shares shall be registered in your name as of the Award Date until such time as the Shares (or other evidence of ownership of the Shares) are delivered to you or forfeited to the Company in accordance with the terms hereof (the “Restriction Period”). During the Restriction Period, unless otherwise forfeited, you shall be entitled to vote the Shares and to receive dividends paid on the Shares, but such Shares may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you, nor be made subject to execution, attachment or similar process. 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 Shares associated with that Vesting Date shall vest and the restrictions on those Shares shall lapse. With respect to any Shares that vest, the Company shall deliver to you evidence of ownership of the net number of such Shares reduced by the number of Shares necessary to satisfy tax withholding obligations as described in Section 5 C 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, you shall cease to be entitled to any Shares as to which the applicable restrictions have not previously lapsed. All rights in and to such Shares, including any prorated portion of the Shares with respect to a partial year of employment, 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 Shares shall vest and restrictions on the Shares 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 your termination of employment by reason of an Involuntary Termination within two (2) years following a Change in Control, if in connection with such Change in Control this Award was assumed, continued, substituted or cancelled in exchange for cash payments subject to vesting (in which case such cash payments shall become fully vested, subject to any escrow, holdback, earn-out or similar provisions applicable to holders of Stock).

5. Other Provisions

A.
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.

B.
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.

C.
Taxes. In addition to amounts in respect of taxes which the Company shall be required by law to deduct or withhold from any dividend payments on the Shares, the Company may withhold from any Shares vesting hereunder a number of Shares whose market value is sufficient in amount for the Company to satisfy any applicable United States federal, state or other tax withholding requirement under the laws of the jurisdictions in which you reside or that otherwise may be applicable to you. You shall not be entitled to any Shares or dividends on any Shares until all such tax obligations have been satisfied in full.




D.
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 shall, 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.

E.
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.

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

G.
Entire Agreement; Successors and Assigns. The Plan and this Award Agreement constitute the entire agreement governing the terms of the Award to you. The Award Agreement shall inure to the benefit of the Company’s successors and assigns and may be assigned by the Company without your consent.

H.
Governing Law. This Award Agreement shall be governed by the law of the Commonwealth of Massachusetts, without regard to its provisions governing conflicts of law.

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


RAYTHEON COMPANY



_____________________________________
Name:
Title:


2


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:7/27/178-K
For Period end:7/2/17
 List all Filings 


4 Subsequent Filings that Reference this Filing

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

 2/05/24  RTX Corp.                         10-K       12/31/23  130:19M
 2/07/23  RTX Corp.                         10-K       12/31/22  135:23M
 2/11/22  RTX Corp.                         10-K       12/31/21  138:24M
 2/08/21  RTX Corp.                         10-K       12/31/20  153:28M
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Filing Submission 0001047122-17-000148   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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