UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||
Washington, D.C. 20549 | ||||
Form 8-K |
The Boeing Company | ||
(Exact Name of Registrant as Specified in Charter) |
Delaware | 1-442 | 91-0425694 |
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification Number) |
100 N. Riverside, Chicago, IL | 60606-1596 |
(Address of Principal Executive Offices) | (Zip Code) |
(312) 544-2000 | |
(Registrant's Telephone Number, Including Area Code) | |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number | Description |
10.1 | Form of Notice of Terms of Restricted Stock Units. |
By: | /s/Michael F. Lohr |
Michael F. Lohr | |
Vice President, Assistant General Counsel and Corporate Secretary |
Exhibit Number | Description | |
10.1 | Form of Notice of Terms of Restricted Stock Units. |
1. | RSU Award. You have been awarded _________ Restricted Stock Units. Each Restricted Stock Unit (RSU) has the potential to become one share of Boeing stock. Your RSUs are awarded pursuant to “The Boeing Company 2003 Incentive Stock Plan for Employees” (the “Plan”) and the award is subject to the terms of the Plan. A summary of the Plan accompanies this notice. |
2. | RSU Account. The Company will maintain a record of the number of awarded RSUs in an account established in your name. |
3. | Vesting of RSUs. Your RSUs will vest on _____________. You must be employed by the Company or one of its subsidiaries on the vesting date, in order for the RSUs to vest. Notwithstanding the foregoing, if your employment with the Company terminates before a vesting date because of involuntary layoff, disability, or death, all of the RSUs will vest. |
4. | Stock Issuance at Vesting. At the time your RSUs vest, the Company will issue to you shares of Boeing stock equal in number to the vested number of whole RSUs in your account, after deduction of shares to cover appropriate taxes and other charges as described in paragraph 9.2. |
5. | Earnings Credit on Your RSUs. |
6. | Adjustment in Number of RSUs. The number of RSUs in your account will be adjusted proportionately for any increase or decrease in the number of issued shares of Boeing stock resulting from any stock split, combination or exchange of shares, consolidation, spin-off or recapitalization of shares, or any similar capital adjustment or the payment of any stock dividend. |
7. | Termination due to Layoff, Disability, or Death. In the event your employment is terminated by reason of involuntary layoff, disability, or death, your RSU payout, including any Earnings Credit RSUs, will vest after termination of employment. Payment for such awards will be made as soon as administratively possible, but not later than 60 days after your termination of employment. |
8. | Forfeiture of Non-Vested RSUs. If your employment with the Company or a subsidiary of the Company terminates before a vesting date for the award for any reason other than involuntary layoff, disability (as defined in paragraph 3), or death, your nonvested RSUs will be forfeited and canceled. Earnings Credit RSUs will be forfeited and canceled along with the RSUs with which they are associated. |
9. | RSU Award Payable in Stock. |
10. | Transfer. RSUs are not transferable except by will or applicable laws of descent and distribution. |