Exhibit 10.4
SECOND AMENDMENT entered into as of the 4th day of May, 2006 to the
employment agreement entered into as of July 23, 1998 (as amended by First
Amendment dated as of May 6, 2005 the "Employment Agreement") by and between
Textron, Inc., a Delaware corporation, with its principal office at 00
Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 (the "Company") and Xxxxx X.
Xxxxxxxx (the "Executive").
W I T N E S S E T H :
WHEREAS, the Company and the Executive have previously entered into the
Employment Agreement; and
WHEREAS, the Company and Executive desire to amend the Employment
Agreement to clarify certain provisions.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 6.3(b) is amended by adding at the
end thereof:
"(the sum of (i) and (ii) being hereinafter referred to as 'Final Annual
Compensation')."
2. Section 6.3(e) is amended to read as follows:
"Two and one-half (2 1/2) additional years of service (including age
as if such service was completed) and compensation credit (at the
Executive's "Then Compensation Level") for benefit purposes under
any defined benefit type retirement plan, including but not limited to
the SERP and the SBP if then in effect, and, if the Executive is not
eligible to receive benefits under any such plan on the date of
termination, two and one-half (2 1/2) additional years of age for
determining eligibility to receive such benefits, provided that benefits
under any such plan will not commence until the Executive actually
attains the required distribution age under the plan or the
Executive's spouse qualifies for death benefits under such plan and
further provided that, with regard to any plan qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
the additional amounts may be provided on a nonqualified plan basis.
"Then Compensation Level" shall mean an annual rate of compensation
equal to the sum of (i) Final Annual Compensation and (ii) the
performance units and performance share units earned with respect to the
measurement periods ending at or about the end of the fiscal year
immediately preceding the year of termination (to the extent recognized
in the definition of 'Compensation' under the applicable plan;
in the case of the SERP as provided in Section 3.4 above such that no
amounts deemed earned in respect of performance share units in 2007
(i.e. any grant after the 2004 grant) or later years shall be included
in Compensation for purposes of the SERP); provided, however, that with
respect to the year of termination, in lieu of utilization of the amount
in clause (ii) above, the Executive will be deemed to have received in
the year of termination the full amount of performance units and
performance share units earned with respect to the measuring periods
ending on or about the end of the fiscal year immediately preceding the
year of termination (whether or not such amount is actually paid to the
Executive prior to the date of termination); provided, further, that,
other than as set forth in the immediately preceding proviso, the
amounts described in clause (ii) above shall be included in
"Compensation" under the plans referred to in this Section 6.3(e) in
lieu of any amounts actually paid to the Executive in respect of
performance units and performance share units in the year of termination
and thereafter."
3. Section 8.1(g) is amended to read as follows:
"(g) A lump-sum cash payment of the
actuarial present value equivalent (as determined in accordance with the
most favorable (to the Executive) overall actuarial assumptions and
subsidies in any of the Company's tax-qualified or nonqualified
type defined benefit pension plans in which the Executive then
participates) of the accrued benefits accrued by the Executive as of the
date of termination under the terms of any nonqualified defined benefit
type retirement plan, including but not limited to, the SERP and the
SBP, and assuming the benefit was fully vested (and commenced
immediately upon such termination) without regard to any minimum age or
service requirements. For this purpose, such benefits shall be
calculated under the assumption that the Executive's employment
continued following the date of termination for three (3) full years
(i.e., three (3) additional years of age (including, but not limited to,
for purposes of determining the early retirement factor and the
actuarial present value, but not the commencement date of benefits for
calculation purposes (all of which shall be deemed to commence on the
date of termination)), compensation (at the Executive's Then
Compensation Level) and service credits shall be added)."
4. Section 8.1(j) is amended to insert the words
"(at the maximum level)" after the word "units" on the first line thereof.
5. Section 8.1 of the Employment Agreement is
amended by adding the following new subsection at the end of such section:
"(n) The Executive shall be entitled to
the Performance Bonus, subject to, and in accordance with, Section 3.9
of this Agreement."
6. The Employment Agreement, as amended herein,
shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
by its duly and authorized officer and the Executive has hereunto set his hand
as of the date first above written.
TEXTRON
INC.
By: /s/Xxxxxxxx
X'Xxxxxxx
Name:
Xxxxxxxx X'Xxxxxxx
Title: EVP, General Counsel
EXECUTIVE
/s/Xxxxx
X. Xxxxxxxx
Xxxxx
X. Xxxxxxxx
