EXHIBIT 10.1
RESTRICTED UNIT AWARD AGREEMENT
This Restricted Unit Award Agreement, dated as of April 23, 1997,
between Raytheon Company, a Delaware corporation (the "Corporation"), and Xxxxxx
X. Xxxxxx an employee of the Corporation (the "Holder").
WHEREAS, it has been the Holder's intention to retire as Chairman and
Chief Executive Officer of the Corporation on or about August 28, 1997; and
WHEREAS, in order to induce the Holder to delay his scheduled
retirement date and thereby ensure his continued availability to the
Corporation, the Compensation Committee of the Board of Directors (the
"Committee") has granted to the Holder a Restricted Unit Award consisting of Two
Hundred Thousand (200,000) units, with each unit representing one share of
Common Stock of the Corporation; and
WHEREAS, the parties hereto desire to evidence such Restricted Unit
Award by this written agreement.
NOW, THEREFORE, in consideration of the foregoing and the Holder's
acceptance of the terms and conditions hereof, the parties hereto agree as
follows:
1. If the Holder is continuously employed by the Corporation or one of
its subsidiaries from the date of grant of this Restricted Unit Award through
the dates listed below (each a "Vesting Date"), then on each such Vesting Date
the Holder shall be vested with the right to receive the number of units set
forth opposite such Vesting Date and such right shall not thereafter be subject
to forfeiture for any reason. By virtue of such vesting, the Holder shall be
entitled to a cash payment in respect of such vested units on the Payment Date
(as defined in Section 7 below). No payment (other than in connection with
withholding tax obligations noted in Section 8 below) shall be required from the
Holder in connection with this Restricted Unit Award.
Date Number of Units
December 1, 1997 66,667
August 28, 1998 66,667
Holder's Board-Approved 66,666
Retirement Date
2. Notwithstanding the provisions of Section 1 above, the Holder's
right to receive the number of units set forth opposite such Vesting Date shall
be fully vested and not thereafter subject to forfeiture for any reason upon the
occurrence of one or more of the following events: (i) the death of the Holder;
(ii) the Holder's total disability as evidenced by commencement and continuation
for more than one year of benefits under the Corporation's Long Term Disability
Plan (or if not a member of the Long Term Disability Plan the Holder would have
been eligible for benefits using Long Term Disability Plan standards); or (iii)
a Change in Control of the Corporation, provided that consummation of the
pending merger of the Corporation with and into HE Holdings, Inc. shall not
constitute a Change in Control hereunder. For purposes of this Agreement, the
term "Change in Control" means a Change in Control as defined in the Raytheon
Company 1991 Stock Plan.
3. The granting of this Restricted Unit Award shall not be deemed to
create a contract of employment between the Holder and the Corporation and shall
not in any way prohibit or restrict the right of the Corporation to terminate
the Holder's employment at any time, for any reason. The Holder shall not be
deemed for any purpose to be a stockholder of the Corporation with respect to
any of the units granted hereby.
4. If, prior to the applicable Vesting Date for any units covered
hereby, the Holder ceases to be an employee of the Corporation or one of its
subsidiaries, then the Holder right shall forfeit the right to receive units
which have not theretofore vested pursuant to the terms of this Agreement.
5. The units granted to the Holder shall not be (i) transferable by the
Holder other than by will or the laws of descent and distribution or (ii)
subject to execution, attachment or similar process.
6. As part of this Restricted Unit Award, from the date hereof through
the Settlement Date (as defined in Section 7 below), the Corporation shall pay
to the Holder, in cash, dividend rights on the units covered hereby at such
times as dividends are paid to the Corporation's common stockholders and in per
unit amounts equal to such per share dividends. The Corporation shall be
entitled to deduct or withhold from any dividend rights paid to the Holder
hereunder amounts sufficient to satisfy all applicable tax withholding
obligations.
7. The settlement with respect to all units covered by this Restricted
Unit Award is to be made solely in cash on the Payment Date in an amount equal
to the average of the high and low price per share of the Corporation's Common
Stock (Class B Common Stock if the pending merger of the Corporation with and
into HE Holdings, Inc. has been consummated) as reported on the New York Stock
Exchange ("NYSE") Composite Transactions as of the Settlement Date.
For purposes of this Agreement, the "Settlement Date" means that date
within one year following the Holder's last day worked designated as the
Settlement Date by the Holder in writing to the Corporation, provided that such
date may not be earlier than the date such notice is delivered to the
Corporation. If the Holder fails to designate a Settlement Date, the Settlement
Date shall be the first anniversary of the Holder's last day worked. In the
event that the Settlement Date falls on a day that is not a NYSE trading day,
the Settlement Date shall be the next preceding NYSE trading day.
For purposes of this Agreement, the "Payment Date" means that date
which is two business days after the Settlement Date.
For purposes of this Agreement, "last day worked" means the last day on
which the Holder was responsible for performing his assigned duties for the
Corporation.
8. The Corporation's obligations to make payment on the Paymen
Date shall be subject to the Holder's satisfaction of all applicable tax
withholding obligations.
9. Pro rata adjustments shall automatically be made in the number of
units covered hereby to give effect to any stock dividends, stock splits, stock
combinations, recapitalizations and similar changes in the capital structure of
the Corporation, or a merger, dissolution or reorganization of the Corporation
after the date hereof so that the Holder is treated in a manner equivalent to
that of holders of the Corporation's Common Stock.
10. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
11. This Agreement may not be amended except by a written instrument
signed by the Holder and by a duly authorized representative of the Committee.
12. Notices required or permitted hereunder shall be in writing and
shall be delivered personally or by mail, postage prepaid, addressed to the
Office of the General Counsel of the Corporation, 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000, and to the Holder at his address as shown on the
Corporation's payroll records, or to such other address as the Holder by notice
to the Corporation may designate in writing from time to time.
RAYTHEON COMPANY
By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Vice President - Human Resources
ACCEPTED:
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
