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Boeing Co – ‘10-K’ for 12/31/16 – ‘EX-10.XVIII’

On:  Wednesday, 2/8/17, at 3:37pm ET   ·   For:  12/31/16   ·   Accession #:  12927-17-6   ·   File #:  1-00442

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

 2/08/17  Boeing Co                         10-K       12/31/16  161:21M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.47M 
 2: EX-10.XI    Icp Non-Covered Employees                           HTML     64K 
 3: EX-10.XII   Aip Covered Employees                               HTML     68K 
 6: EX-10.XIX(A)  2003 Incentive Stock Plan                         HTML    126K 
 4: EX-10.XVI   Sbp 2016                                            HTML    203K 
 5: EX-10.XVIII  Elbp 2017                                          HTML     98K 
 8: EX-21       List of Company Subsidiaries                        HTML     48K 
 9: EX-23       Consent of Independent Registered Public            HTML     46K 
                Accounting Firm                                                  
 7: EX-12       Computation of Ratio of Earnings to Fixed Charges   HTML     59K 
10: EX-31.1     Certification of Chief Executive Officer Pursuant   HTML     52K 
                to Section 302                                                   
11: EX-31.2     Certification of Chief Financial Officer Pursuant   HTML     52K 
                to Section 302                                                   
12: EX-32.1     Certification of Chief Executive Officer Pursuant   HTML     46K 
                to Section 906                                                   
13: EX-32.2     Certification of Chief Financial Officer Pursuant   HTML     46K 
                to Section 906                                                   
20: R1          Document And Entity Information                     HTML     72K 
21: R2          Consolidated Statements Of Operations               HTML     99K 
22: R3          Consolidated Statements of Comprehensive Income     HTML     97K 
23: R4          Consolidated Statements of Comprehensive Income     HTML     73K 
                (Parenthetical)                                                  
24: R5          Consolidated Statements Of Financial Position       HTML    143K 
25: R6          Consolidated Statements Of Financial Position       HTML     53K 
                (Parenthetical)                                                  
26: R7          Consolidated Statements Of Cash Flows               HTML    151K 
27: R8          Consolidated Statements Of Equity                   HTML     94K 
28: R9          Consolidated Statements Of Equity (Parenthetical)   HTML     49K 
29: R10         Summary of Business Segment Data (Notes)            HTML    102K 
30: R11         Summary Of Significant Accounting Policies          HTML    126K 
31: R12         Goodwill And Acquired Intangibles                   HTML    120K 
32: R13         Earnings Per Share                                  HTML     96K 
33: R14         Income Taxes                                        HTML    159K 
34: R15         Accounts Receivable                                 HTML     80K 
35: R16         Inventories                                         HTML     68K 
36: R17         Customer Financing                                  HTML    148K 
37: R18         Property, Plant And Equipment                       HTML     77K 
38: R19         Investments                                         HTML     70K 
39: R20         Other Assets                                        HTML     51K 
40: R21         Liabilities, Commitments And Contingencies          HTML    112K 
41: R22         Arrangements With Off-Balance Sheet Risk            HTML     84K 
42: R23         Debt                                                HTML     95K 
43: R24         Postretirement Plans                                HTML    497K 
44: R25         Share-Based Compensation And Other Compensation     HTML    131K 
                Arrangements                                                     
45: R26         Shareholders' Equity                                HTML    130K 
46: R27         Derivative Financial Instruments                    HTML    114K 
47: R28         Significant Group Concentrations Of Risk            HTML     51K 
48: R29         Fair Value Measurements                             HTML    158K 
49: R30         Legal Proceedings                                   HTML     47K 
50: R31         Segment Information                                 HTML    180K 
51: R32         Quarterly Financial Data                            HTML    100K 
52: R33         Summary Of Significant Accounting Policies          HTML    200K 
                (Policy)                                                         
53: R34         Earnings Per Share (Policy)                         HTML     48K 
54: R35         Liabilities, Commitments And Contingencies          HTML     51K 
                Environmental Remediation (Policies)                             
55: R36         Summary of Business Segment Data (Tables)           HTML    103K 
56: R37         Goodwill And Acquired Intangibles (Tables)          HTML    118K 
57: R38         Earnings Per Share (Tables)                         HTML     96K 
58: R39         Income Taxes (Tables)                               HTML    164K 
59: R40         Accounts Receivable (Tables)                        HTML     77K 
60: R41         Inventories (Tables)                                HTML     58K 
61: R42         Customer Financing (Tables)                         HTML    156K 
62: R43         Property, Plant And Equipment (Tables)              HTML     74K 
63: R44         Investments (Tables)                                HTML     72K 
64: R45         Liabilities, Commitments And Contingencies          HTML     92K 
                (Tables)                                                         
65: R46         Arrangements With Off-Balance Sheet Risk (Tables)   HTML     72K 
66: R47         Debt (Tables)                                       HTML     98K 
67: R48         Postretirement Plans (Tables)                       HTML    499K 
68: R49         Share-Based Compensation And Other Compensation     HTML    121K 
                Arrangements (Tables)                                            
69: R50         Shareholders' Equity (Tables)                       HTML    124K 
70: R51         Derivative Financial Instruments (Tables)           HTML    105K 
71: R52         Fair Value Measurements (Tables)                    HTML    161K 
72: R53         Segment Information (Tables)                        HTML    174K 
73: R54         Quarterly Financial Data (Tables)                   HTML     94K 
74: R55         Summary Of Business Segment Data (Details)          HTML     97K 
75: R56         Summary Of Significant Accounting Policies          HTML    161K 
                (Details)                                                        
76: R57         Goodwill And Acquired Intangibles (Narrative)       HTML     53K 
                (Details)                                                        
77: R58         Goodwill And Acquired Intangibles (Schedule Of      HTML     67K 
                Goodwill By Reportable Segment) (Details)                        
78: R59         Goodwill And Acquired Intangibles (Schedule Of      HTML     62K 
                Finite-Lived Intangible Assets) (Details)                        
79: R60         Goodwill And Acquired Intangibles (Schedule of      HTML     56K 
                Finite-Lived Intangible Assets, Future                           
                Amortization Expense) (Details)                                  
80: R61         Earnings Per Share (Schedule Of Weighted-Average    HTML     86K 
                Number Of Shares Outstanding Used To Compute                     
                Earnings Per Share) (Details)                                    
81: R62         Earnings Per Share (Schedule Of Weighted Average    HTML     53K 
                Number Of Shares Outstanding Excluded From The                   
                Computation Of Diluted Earnings Per Share)                       
                (Details)                                                        
82: R63         Income Taxes (Narrative) (Details)                  HTML     59K 
83: R64         Income Taxes (Components of Earnings Before Income  HTML     53K 
                Taxes Between Domestic and Foreign Jurisdictions)                
                (Details)                                                        
84: R65         Income Taxes (Schedule Of Income Tax                HTML     77K 
                Expense/(Benefit)) (Details)                                     
85: R66         Income Taxes (Schedule Of Reconciliation Of U.S.    HTML     94K 
                Federal Statutory Tax Rate To Our Effective Income               
                Tax Rate) (Details)                                              
86: R67         Income Taxes (Significant Components Of Deferred    HTML     89K 
                Tax Assets Net Of Deferred Tax Liabilities)                      
                (Details)                                                        
87: R68         Income Taxes (Net Deferred Tax Assets and           HTML     56K 
                Liabilities) (Details)                                           
88: R69         Income Taxes (Schedule of Unrecognized Tax          HTML     60K 
                Benefits Roll Forward) (Details)                                 
89: R70         Accounts Receivable (Narrative) (Details)           HTML     49K 
90: R71         Accounts Receivable (Schedule Of Accounts           HTML     64K 
                Receivable) (Details)                                            
91: R72         Accounts Receivable (Schedule Of Accounts           HTML     61K 
                Receivable Under Long-Term Contracts) (Details)                  
92: R73         Inventories (Narrative) (Details)                   HTML     86K 
93: R74         Inventories (Inventory Disclosure Table) (Details)  HTML     57K 
94: R75         Customer Financing (Narrative) (Details)            HTML     67K 
95: R76         Customer Financing (Schedule Of Customer            HTML     63K 
                Financing) (Details)                                             
96: R77         Customer Financing (Components Of Investment In     HTML     53K 
                Sales-Type Or Finance Leases) (Details)                          
97: R78         Customer Financing (Financing Receivable Balances   HTML     50K 
                Evaluated For Impairment) (Details)                              
98: R79         Customer Financing (Allowance For Losses On         HTML     54K 
                Financing Receivables) (Details)                                 
99: R80         Customer Financing (Financing Receivable Credit     HTML     57K 
                Quality Indicators) (Details)                                    
100: R81         Customer Financing (Schedule of Customer Financing  HTML     67K  
                Carrying Values Related to Major Aircraft                        
                Concentrations) (Details)                                        
101: R82         Customer Financing (Customer Financing Asset        HTML     53K  
                Impairment Charges) (Details)                                    
102: R83         Customer Financing (Scheduled Receipts On Customer  HTML     85K  
                Financing) (Details)                                             
103: R84         Property, Plant And Equipment (Narrative)           HTML     64K  
                (Details)                                                        
104: R85         Property, Plant And Equipment (Schedule Of          HTML     63K  
                Property, Plant And Equipment) (Details)                         
105: R86         Property, Plant And Equipment (Payments Due Under   HTML     71K  
                Operating And Capital Leases Net Of Sublease                     
                Amounts And Non-Cancellable Future Rentals)                      
                (Details)                                                        
106: R87         Investments (Schedule Of Investments) (Details)     HTML     67K  
107: R88         Investments (Schedule Of Ownership Percentages And  HTML     58K  
                Balances Of Equity Method Investments) (Details)                 
108: R89         Other Assets (Details)                              HTML     68K  
109: R90         Liabilities, Commitments And Contingencies          HTML    143K  
                (Narrative) (Details)                                            
110: R91         Liabilities, Commitments And Contingencies          HTML     67K  
                (Schedule Of Accrued Liabilities) (Details)                      
111: R92         Liabilities, Commitments And Contingencies          HTML     52K  
                (Schedule Of Environmental Remediation Activity)                 
                (Details)                                                        
112: R93         Liabilities, Commitments And Contingencies          HTML     54K  
                (Schedule Of Product Warranty Activity) (Details)                
113: R94         Liabilities, Commitments And Contingencies          HTML     63K  
                (Schedule Of Estimated Potential Funding Dates For               
                Financing Commitments) (Details)                                 
114: R95         Arrangements With Off-Balance Sheet Risk            HTML     93K  
                (Narrative) (Details)                                            
115: R96         Arrangements With Off-Balance Sheet Risk (Schedule  HTML     63K  
                Of Arrangements With Off-Balance Sheet Risk)                     
                (Details)                                                        
116: R97         Debt (Narrative) (Details)                          HTML     94K  
117: R98         Debt (Schedule Of Short-Term Debt And Current       HTML     57K  
                Portion Of Long-Term Debt) (Details)                             
118: R99         Debt (Schedule Of Debt) (Details)                   HTML     96K  
119: R100        Debt (Scheduled Principal Payments For Debt And     HTML     58K  
                Capital Lease Obligations) (Details)                             
120: R101        Debt Debt (Schedule of Long-term debt instruments)  HTML     51K  
                (Details)                                                        
121: R102        Postretirement Plans (Narrative) (Details)          HTML     85K  
122: R103        Postretirement Plans (Components Of Net Periodic    HTML     75K  
                Benefit Cost) (Details)                                          
123: R104        Postretirement Plans (Schedule Of Changes In The    HTML    122K  
                Benefit Obligation, Plan Assets And Funded Status                
                Of Both Pensions And OPB) (Details)                              
124: R105        Postretirement Plans (Schedule Of Amounts           HTML     58K  
                Recognized In Accumulated Other Comprehensive                    
                Loss) (Details)                                                  
125: R106        Postretirement Plans (Schedule Of Estimated Amount  HTML     55K  
                That Will Be Amortized From Accumulated Other                    
                Comprehensive Loss Into Net Periodic Benefit Cost)               
                (Details)                                                        
126: R107        Postretirement Plans (Schedule Of Key Information   HTML     55K  
                For All Plans With ABO In Excess Of Plan Assets)                 
                (Details)                                                        
127: R108        Postretirement Plans (Schedule Of Assumptions Used  HTML     57K  
                To Calculate The Benefit Obligation) (Details)                   
128: R109        Postretirement Plans (Schedule Of Assumed Health    HTML     52K  
                Care Cost Trend Rates) (Details)                                 
129: R110        Postretirement Plans (Schedule Of                   HTML     54K  
                One-Percentage-Point Change In Assumed Health Care               
                Cost Trend Rates) (Details)                                      
130: R111        Postretirement Plans (Schedule Of Actual            HTML     64K  
                Allocations For The Pension Assets And Target                    
                Allocations By Asset Class) (Details)                            
131: R112        Postretirement Plans (Schedule Of Allocation of     HTML    176K  
                Plan Assets) (Details)                                           
132: R113        Postretirement Plans (Reconciliation Of Level 3     HTML    128K  
                Assets Held) (Details)                                           
133: R114        Postretirement Plans (Schedule Of Estimated Future  HTML     91K  
                Benefit Payments) (Details)                                      
134: R115        Share-Based Compensation And Other Compensation     HTML    158K  
                Arrangements (Narrative) (Details)                               
135: R116        Share-Based Compensation And Other Compensation     HTML     55K  
                Arrangements (Schedule Of Share-Based Plans                      
                Expense And Related Income Tax Benefit) (Details)                
136: R117        Share-Based Compensation And Other Compensation     HTML     84K  
                Arrangements (Schedule Of Stock Option Activity)                 
                (Details)                                                        
137: R118        Share-Based Compensation And Other Compensation     HTML     57K  
                Arrangements Schedule of PBRSUs Grant Fair Values                
                (Details)                                                        
138: R119        Share-Based Compensation And Other Compensation     HTML     77K  
                Arrangements (Schedule Of Stock Unit Activity)                   
                (Details)                                                        
139: R120        Shareholders' Equity (Narrative) (Details)          HTML     53K  
140: R121        Shareholders' Equity (Schedule Of Changes In Each   HTML     60K  
                Class Of Shares) (Details)                                       
141: R122        Shareholders' Equity (Accumulated other             HTML     85K  
                comprehensive income) (Details)                                  
142: R123        Derivative Financial Instruments (Narrative)        HTML     49K  
                (Details)                                                        
143: R124        Derivative Financial Instruments (Schedule Of       HTML     82K  
                Notional Amounts And Fair Values Of Derivative                   
                Instruments) (Details)                                           
144: R125        Derivative Financial Instruments (Schedule Of       HTML     62K  
                Derivative Instruments, Gains/(Losses) In                        
                Statement Of Financial Performance) (Details)                    
145: R126        Significant Group Concentrations Of Risk (Details)  HTML     70K  
146: R127        Fair Value Measurements Fair Value, Assets and      HTML     82K  
                Liabilities Measured on Recurring Basis (Details)                
147: R128        Fair Value Measurements Fair Value, Assets          HTML     71K  
                Measured on Nonrecurring Basis Using Unobservable                
                Inputs (Details)                                                 
148: R129        Fair Value Measurements Fair Value, Assets          HTML     69K  
                Measured On Nonrecurring Basis, Valuation                        
                Techniques (Details)                                             
149: R130        Fair Value Measurements Fair Values And Related     HTML     69K  
                Carrying Values of Financial Instruments (Details)               
150: R131        Segment Information (Narrative) (Details)           HTML     65K  
151: R132        Segment Information (Schedule Of Revenue from       HTML     80K  
                External Customers Attributed to Foreign Countries               
                by Geographic Area) (Details)                                    
152: R133        Segment Information (Schedule Of Depreciation And   HTML     64K  
                Amortization Expense By Segment) (Details)                       
153: R134        Segment Information (Schedule Of Capital            HTML     62K  
                Expenditures By Segment) (Details)                               
154: R135        Segment Information (Schedule of Intersegment       HTML     59K  
                Revenues, Eliminated In Unallocated Items and                    
                Eliminations) (Details)                                          
155: R136        Segment Information (Schedule Of Unallocated Items  HTML     82K  
                and Eliminations) (Details)                                      
156: R137        Segment Information (Reconciliation of Assets from  HTML     63K  
                Segment to Consolidated) (Details)                               
157: R138        Quarterly Financial Data (Narrative) (Details)      HTML     83K  
158: R139        Quarterly Financial Data (Schedule Of Quarterly     HTML     81K  
                Financial Data) (Details)                                        
160: XML         IDEA XML File -- Filing Summary                      XML    313K  
159: EXCEL       IDEA Workbook of Financial Reports                  XLSX    199K  
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‘EX-10.XVIII’   —   Elbp 2017


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



 <!   C:   C: 
  Exhibit  
Exhibit 10.xviii



    



THE BOEING COMPANY

EXECUTIVE LAYOFF BENEFITS PLAN




























AS AMENDED AND RESTATED ON OCTOBER 30, 2016
EFFECTIVE JANUARY 1, 2017







TABLE OF CONTENTS
Page
ARTICLE 1--PURPOSE    1

ARTICLE 2--DEFINITIONS
1
2.1
Affiliate or Subsidiary    1
2.2
Base Salary    1
2.3
Code    1
2.4    Committee    1
2.5    Company    1
2.6    Compensation Committee    1
2.7    Employee    1
2.8    Equivalent Employment    1
2.9    ERISA    2
2.10    E-Series Payroll Employee    2
2.11    Incentive Plan    2
2.12    Involuntary Layoff    2
2.13    Layoff Benefit    2
2.14    Layoff Event    2
2.15    Plan    2
2.16    Plan Year    2
2.17    Service    2
2.18    Specified Employee    2

ARTICLE 3--ELIGIBILITY AND LAYOFF EVENT
3
3.1    Eligibility    3
3.2    Participating Groups     3
3.3    Layoff Events    3

ARTICLE 4--LAYOFF BENEFIT
4
4.1
Layoff Benefit    4
4.2
Timing of Payment    4
4.3
Limit on Payment    5
4.4
Recovery of Payment    5
4.5
Recovery of Debt    5
4.6
Waiver of Claims    5
4.7
Death Benefit    5
4.8
Forfeiture    5

ARTICLE 5--ADMINISTRATION
6
5.1    Plan Administration    6
5.2    Rules and Procedures    7
5.3    Committee Liability    7
5.4    Claim Procedure    7

ARTICLE 6--GENERAL PROVISIONS
7
6.1    Plan Amendment and Termination    7
6.2    Funding    7





6.3    Benefit Plan Application    7
6.4    Provision Against Anticipation    7
6.5    Employment Status    8
6.6    Facility of Payment    8
6.7    Construction    8
6.8    Legal Actions    8
6.9    Compliance With Code Section 409A    8






ARTICLE 1
PURPOSE

The Boeing Company established The Boeing Company Executive Layoff Benefits Plan to provide for lump sum payments as layoff benefits for its executive employees effective August 1, 1997. This document is an amendment and complete restatement of the Plan and is effective for Layoff Events occurring on or after January 1, 2017.

It is intended that this Plan constitute a welfare benefit severance pay plan under ERISA and that any and all amounts payable under this Plan satisfy the requirements for exemption from Code Section 409A. The Plan shall be construed and interpreted in a manner consistent with such intentions.

ARTICLE 2
DEFINITIONS

2.1
Affiliate or Subsidiary means a member (other than The Boeing Company) of a controlled group of corporations (as defined in Code Section 1563(a) determined without regard to Code Sections 1563(a)(4) and (e)(3)(c)), a group of trades or businesses (whether incorporated or not) which are under common control within the meaning of Code Section 414(c), or an affiliated service group (as defined in Code Section 414(m) or 414(o)) of which The Boeing Company is a part.

2.2
Base Salary means annual salary excluding bonuses and incentive payments, fringe benefits, and other perquisites.

2.3
Code means the Internal Revenue Code of 1986, as amended.

2.4
Committee means the Employee Benefit Plans Committee (or its successor) appointed by the Board of Directors of The Boeing Company.

2.5
Company means The Boeing Company and any Affiliate or Subsidiary which has adopted the Plan by action of its Board of Directors.

2.6
Compensation Committee means the Compensation Committee of the Board of Directors of The Boeing Company.

2.7
Employee means a person who is employed by the Company on its U.S. payroll including a person on an approved leave of absence.

2.8    Equivalent Employment means an employment offer made prior to a Layoff Event:

a)
at an annual base salary equal to no less than 90% of the Employee’s Base Salary at the time of the offer;


1




b)
if the Employee is eligible for incentive compensation, with a target under the applicable incentive compensation plan which is no less than 90% of the Employee’s target at the time of the offer; and

c)
for a job which is located within 70 miles of the normal location of the Employee’s employment at the time of the offer.

2.9    ERISA means the Employee Retirement Income Security Act of 1974, as amended.

2.10
E-Series Payroll Employees means Employees with an executive designation of level E1 to E5.

2.11
Incentive Plan means The Boeing Company Elected Officer Annual Incentive Plan or the Incentive Compensation Plan for Employees of the Boeing Company and Subsidiaries, as applicable.
    
2.12
Involuntary Layoff means that an Employee’s position has been eliminated by the Company.

2.13    Layoff Benefit is defined in Article 4.

2.14
Layoff Event is defined in Section 3.3.

2.15
Plan means The Boeing Company Executive Layoff Benefits Plan.

2.16
Plan Year means the calendar year.

2.17
Service shall be determined in the same manner as the service time calculation under the Company Service Awards Program procedure.
2.18
Specified Employee means an Employee who is a “specified employee” within the meaning of Code Section 409A. Specified Employee status is determined on the last day of the prior Plan Year, to take effect as of April 1 of the Plan Year for a 12-month period. Notwithstanding the foregoing, Specified Employees shall be determined by including the employees whom the Company reasonably determines to be the 75 top-paid officers of the Company rather than the 50 top-paid officers as provided under Code Section 416(i)(1)(A), to the extent permitted under Code Section 409A.



2




ARTICLE 3
ELIGIBILITY AND LAYOFF EVENT

3.1
Eligibility. In order to be eligible for a Layoff Benefit, an Employee must meet the following requirements as of the date of the Layoff Event:
a)
The Employee must be a member of a participating group of Employees in accordance with Section 3.2;
b)
The Employee must have at least one year of Service; and
c)
A Layoff Event must occur with respect to the Employee.

3.2
Participating Groups. Employees of the Company who are E-Series Payroll Employees shall participate in the Plan. The Compensation Committee may, by written resolution, provide for participation of other Employees as of an effective date specified in the resolution.

3.3
Layoff Events. A Layoff Event is an Involuntary Layoff from employment with the Company, but does not include a layoff if:

a)
The Employee becomes employed by the Company or any Affiliate or Subsidiary of the Company within 90 days of the layoff or refuses an offer of employment by the Company or any Affiliate or Subsidiary of the Company as an E-Series Payroll Employee;
b)
The layoff occurs (i) because of a merger, sale, spin-off, reorganization, or similar transfer of assets or stock, or because of a change in the operator of a facility or a party to a contract, or because of an outsourcing of work, and (ii) the Employee either continues in Equivalent Employment (in the case of a stock sale or similar transaction), or the Employee is offered Equivalent Employment with the new employer, operator or contractor (or an affiliated business enterprise);
c)
The layoff occurs because of an act of God, natural disaster or national emergency;
d)
The layoff occurs because of a strike, picketing of the Company's premises, work stoppage or any similar action that would interrupt or interfere with any operation of the Company; or
e)
The termination of employment of the Employee is for any reason other than Involuntary Layoff, such as voluntary or temporary layoff, completion of a temporary assignment, resignation, dismissal, retirement, death or leave of absence.


3




ARTICLE 4
LAYOFF BENEFIT

4.1
Layoff Benefit. The Layoff Benefit for an Employee who incurs a Layoff Event on or after January 1, 2010 is equal to:

a)
One year of Base Salary (as in effect immediately prior to the Layoff Event), plus

b)
The Employee's annual target incentive under the Incentive Plan multiplied by the Company performance score applicable to the Employee under the Incentive Plan for the year during which the Layoff Event occurs, limited to the actual payout under the Incentive Plan, if any, for such year for an active Employee with the same target incentive (and an individual performance score of 1.0) and determined as though the Employee were employed by the same business unit throughout such year as he or she is employed by on the date of the Layoff Event, less

c)
If applicable, the total of all payments made, or to be made, pursuant to any individual employment, separation or severance agreement.

Incentive pay will not include any portion of an incentive award that the Company seeks to recover under the clawback provision of the Incentive Plan.

4.2
Timing of Payment. An Employee will receive the portion of the Layoff Benefit described in Section 4.1(a) (as adjusted by Section 4.1(c)) in a lump sum within a reasonable period of time following the Layoff Event, but in no event later than 2-1/2 months after the end of the calendar year in which occurs the Layoff Event. An Employee will receive the portion, if any, of the Layoff Benefit described in Section 4.1(b) (as adjusted by Section 4.1(c)) in a lump sum in the year following the year of the Layoff Event, but in no event later than 2-1/2 months after the end of the year following the year in which occurs the Layoff Event.

It is intended all amounts payable under this Plan shall satisfy the requirements for exemption under Code Section 409A, and all terms and provisions shall be interpreted to satisfy such requirements. Specifically, it is intended that an amount payable under this Plan qualify as a short-term deferral (as described in Treas. Reg. § 1.409A-1(b)(4)) and, to the extent not a short-term deferral, as a separation payment due to an involuntary separation from service (as described in Treas. Reg. § 1.409A-1(b)(9)(iii)). However, in the unlikely event that a portion of a Layoff Benefit payable to a Specified Employee is not exempt from the requirements of Code Section 409A (a “Non-Exempt Amount”), such Non-Exempt Amount will be paid to the Specified Employee as soon as practicable on or after the later of (i) the first day of the seventh month following the Specified Employee’s Layoff Event, or (ii) the time specified in the paragraph above.

All payments under this Plan shall be net of any and all applicable withholding taxes, and interest shall not accrue on any portion of the Layoff Benefit, regardless of the time of payment.

4





4.3
Limit on Payment. No Employee shall be paid more than one Layoff Benefit under this Plan.

4.4
Recovery of Payment. If a Layoff Benefit is paid to an Employee and the Committee determines that all or part of such payment was not owed under the terms of the Plan, the Company reserves the right to recover such payment, including deducting such amounts from any sums due the Employee.

4.5
Recovery of Debt. If an Employee owes the Company an acknowledged debt, including, but not limited to, loans, relocation fees, and travel advances, such debt may be deducted from the Layoff Benefit, subject to applicable state laws.

4.6
Waiver of Claims. As a condition to receiving the Layoff Benefit described in Section 4.2, the Employee must execute a release of all claims by submitting to the Company a Waiver and Release form in a form provided by the Company.

4.7
Death Benefit. No Layoff Benefits are due under the Plan with respect to an Employee to the extent not received by the Employee prior to his or her death.

4.8
Forfeiture. Notwithstanding anything in this Plan to the contrary, the Committee may determine, in its sole discretion, that an Employee will forfeit any part or all of his or her Layoff Benefit if any of the following circumstances occur while employed by the Company or within five (5) years after termination of such employment:

1.
The Employee is convicted of a felony involving theft, fraud, embezzlement, or other similar unlawful acts against the Company or against the Company’s interests. For purposes of this Plan, “other similar unlawful acts against the Company or against the Company’s interests” shall include any other unlawful act (i) committed against the Company, or the interests of the Company, including, but not limited to, a governmental agency or instrumentality which conducts business with the Company, or a customer of the Company, or (ii) affecting the Company or the interests of the Company, in such a manner that is determined to be detrimental to, prejudicial to or in conflict with the Company or the interests of the Company, as determined by the Committee in its sole discretion.

2.
The Employee, directly or indirectly, engages in any activity, whether individually or as an employee, consultant or otherwise, which the Committee determines, in its sole discretion, to be an activity in which the Employee is “engaging in competition” with any significant aspect of Company business. For purposes of this Plan, “engaging in competition” shall include but is not limited to representing, providing services to, or being an employee of or associated in a business capacity with, any person or entity that is engaged, directly or indirectly, in competition with any Company business or that takes a position adverse to any Company business, regardless of the position or duties the Employee takes, in such a manner that is

5




determined to be detrimental to, prejudicial to or in conflict with the interests of the Company, all as determined by the Committee in its sole discretion.

3.
The Employee, without the advance approval of The Boeing Company’s Senior Vice President of Human Resources (or equivalent but for title), induces or attempts to induce, directly or indirectly, any of the Company’s employees, representatives or consultants to terminate, discontinue or cease working with or for the Company, or to breach any contract with the Company, in order to work with or for, or enter into a contract with, the Employee or any third party.

4.
The Employee disparages or otherwise makes any statements about the Company, its products, or its employees that could be in any way viewed as negative or critical. Nothing in this paragraph will apply to legally protected communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.

5.
The Employee uses or discloses proprietary or confidential information, including but not limited to trade secrets, of the Company. Nothing in this paragraph will apply to legally protected communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.

To the extent the Employee has already commenced payment of his or her Layoff Benefit, the Committee will be entitled to pursue any and all legal and equitable relief against the Employee to enforce the forfeiture of and recover such Layoff Benefit. The forfeiture provisions will continue to apply unless and to the extent modified by a court of competent jurisdiction. However, if any portion of these forfeiture provisions is held by such a court to be unenforceable, these provisions shall be deemed amended to limit their scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect.

In addition, the Committee will, in all appropriate circumstances, require reimbursement of any Layoff Benefit attributable to an incentive award that the Company seeks to recover under the clawback provision of the Incentive Plan.


ARTICLE 5
ADMINISTRATION

5.1
Plan Administration. The Committee will serve as the Plan administrator and named fiduciary pursuant to ERISA. The Committee will have complete control of the administration of the Plan, subject to the provisions hereof, with all powers necessary to enable it to carry out its duties properly in that respect. Not in limitation, but in amplification of the foregoing, it will have the power to interpret the Plan, to apply its discretion, and to determine all questions that may arise hereunder, including all questions

6




relating to the eligibility of Employees to participate in the Plan and the amount of benefit to which any Employee may become entitled. Its decisions upon all matters within the scope of its authority will be final and binding.

5.2
Rules and Procedures. The Committee will establish rules and procedures to be followed by Employees in filing applications for benefits and in other matters required to administer the Plan.

5.3
Committee Liability. The members of the Committee shall use ordinary care and diligence in the performance of their duties, but no member shall be personally liable by virtue of any contract, agreement, or other instrument made or executed by a member of the Committee, nor for any mistake or judgment made by such member or by any other member. No member of the Committee will be liable for the neglect, omission or wrongdoing of any other member or of the agents or counsel of the Committee. The Company shall indemnify each member of the Committee against, and hold each member harmless from any and all expenses and liabilities arising out of, any act or omission to act as a member of the Committee, to the fullest extent permitted under the by-laws of the Company.

5.4
Claim Procedure. The Committee shall adopt procedures for the presentation of claims for benefits and for the review of the denial of such claims by the Committee. The decision of the Committee upon such review shall be final, subject to appeal rights provided by law.

ARTICLE 6
GENERAL PROVISIONS

6.1
Plan Amendment and Termination. The Company, acting through the Compensation Committee, may amend or terminate the Plan in whole or in part at any time. Such amendments may include any remedial retroactive changes to comply with the requirements of any law or regulation issued by any government agency to which the Company is subject.

6.2
Funding. The Plan shall be unfunded, and Layoff Benefits shall be paid from the general assets of the Company.

6.3
Benefit Plan Application. Layoff Benefits and periods for which an Employee receives a Layoff Benefit shall not be considered as compensation or service under any employee benefit plan or program and shall not be counted toward Service under this Plan. Layoff Benefits may not be deferred into the Voluntary Investment Plan or any other cash or deferred arrangement.

6.4
Provision Against Anticipation. No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, or other legal process, and any attempt to do so shall be void.


7




6.5
Employment Status. Nothing contained in the Plan will be deemed to give any Employee the right to be retained in, or recalled to, the employ of the Company or to interfere with the rights of the Company to discharge any Employee at any time.

6.6
Facility of Payment. If any Employee is physically or mentally incapable of giving a valid receipt for any payment due and no legal representative has been appointed for such Employee, the Committee may make such payment to any person or institution maintaining such Employee and the release of such person or institution will be a valid and complete discharge for such payment. Any final payment or distribution to any Employee or the legal representative of the Employee in accordance with the provisions herein will be in full satisfaction of all claims against the Plan, the Committee, and the Company arising under or by virtue of the Plan.

6.7
Construction. The validity of the Plan or any of its provisions will be determined under and will be construed according to federal law and, to the extent not preempted thereby or inconsistent therewith, according to the internal laws of the state of Illinois. If any provision of the Plan is held illegal or invalid for any reason, such determination will not affect the remaining provisions of the Plan and the Plan will be construed and enforced as if said illegal or invalid provision had never been included.

6.8
Legal Actions. No legal action may be brought in court on a claim for benefits under the Plan after 180 days following the decision on appeal (or 180 days following the expiration of the time to make an appeal if no appeal is made).

6.9
Compliance With Code Section 409A. Notwithstanding anything contained in the Plan to the contrary, the Employee’s rights under this Plan with respect to any Non-Exempt Amount (as defined in Section 4.2) and the provisions of this Plan relating to such Non-Exempt Amount will be deemed modified in order to comply with the requirements of Code Section 409A to the extent determined by the Committee.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/8/17
1/1/17
For Period end:12/31/1610-K/A,  11-K,  5,  SD
10/30/16
1/1/10
8/1/973,  8-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

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

 1/31/24  Boeing Co.                        10-K       12/31/23  161:19M
 1/27/23  Boeing Co.                        10-K       12/31/22  159:22M
 1/31/22  Boeing Co.                        10-K       12/31/21  160:22M
 2/01/21  Boeing Co.                        10-K       12/31/20  164:23M
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