Exhibit 10.5

Brett C. Gerry Chief Legal Officer & Executive Vice President, Global Compliance The Boeing Company P.O. Box 3707 MC 11-411 Seattle, WA 98124-2207

[*****] indicates text that has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The redacted text is both not material and is of the type the registrant treats as private or

confidential.

June 27, 2025

To:Mr. Jesus “Jay” Malave 

Re:Employment Limitations

Dear Jay,

The Boeing Company (“Boeing” or the “Company”) understands that you signed certain Post-

Employment Conduct Agreements (“PECAs”) in connection with your employment with The

Lockheed Martin Corporation (“Lockheed”).  While Boeing does not believe that the PECAs are

enforceable, the Company—in an abundance of caution—will be implementing the following

limitations on your employment with Boeing:

•You will not disclose to any Boeing personnel, or use for or on behalf of Boeing, any

Lockheed confidential, proprietary, or trade secret information.  You will also confirm

that you returned to Lockheed all Lockheed property, including any documents or data

with Lockheed’s confidential, proprietary, or trade secret information, that was in your

possession, custody or control.

•You will not disclose to any Boeing personnel any information regarding Lockheed’s

interest in hiring or recruiting a Boeing employee that you became aware of during your

work at Lockheed.

•For a period of 2 years from the date of your separation of your employment with

Lockheed, you will not recruit or otherwise encourage any Lockheed personnel to join

Boeing and will recuse yourself from any Boeing discussions about Lockheed personnel

under consideration for positions at Boeing.

•For a period of 2 years from the date of your separation of your employment with

Lockheed, you will not participate in any “Potential Lockheed Procurement Activities.”

“Potential Lockheed Procurement Activities” will be understood to mean any activities

for Boeing involving a current or potential future competitive acquisition by the United

States Government or a foreign government where Lockheed is a known or expected

competitor. This includes, but is not limited to, participation in any Boeing procurement

activities, competitive assessment, gate review, strategy review, or bid pricing decision

concerning such a potential Lockheed procurement activity.

June 27, 2025

Page 2 of 3

While Boeing believes that the above restrictions, and in particular your restriction from

“Potential Lockheed Procurement Activities,” is sufficient to address any legally protectable

interests of Lockheed, in an abundance of caution, you shall be further limited as follows:

•Through the end of 2025—over 8 months from the date of your separation of your

employment with Lockheed—you will refrain from participating in the Boeing Defense,

Space & Security (“BDS”) business.  During this period of time, the BDS Chief Financial

Officer will report directly to Boeing’s Chief Executive Officer or other Boeing official

as designated by the CEO. (For clarity, this limitation would not preclude you from

having visibility into the aggregate financial performance of the BDS business as part of

the quarter-closing process.)

•For the avoidance of doubt, through the end of 2025—over 8 months from the date of

your separation of your employment from Lockheed—you will not participate in any

“Defense Procurement Activities.” “Defense Procurement Activities” will be understood

to mean any Boeing non-commercial activities, including those relating to commercial

derivatives, involving a current or potential future competitive acquisition by the United

States Government or a foreign government, regardless of whether Lockheed is a known

or expected competitor. This includes, but is not limited to, participation in any Boeing

competitive assessment, gate review, strategy review, or bid pricing decision concerning

such a competitive acquisition.

•Although any activity that would be in competition with Lockheed is covered by the

lifetime or 2-year restrictions detailed above, for the avoidance of any doubt, for the 12

months following your separation of your employment with Lockheed, you will recuse

yourself from any decision-making and will not give any advice (or otherwise use any

confidential information you learned while at Lockheed) concerning the following:

oUnited Launch Alliance.

o[*****].

oBoeing’s acquisition and integration into Boeing of Spirit Aero Systems’ Defense

& Space business segment.

oBoeing’s classified Government Satellite Systems and Ground Systems programs

within the Space, Intelligence, & Weapon Systems division of Boeing’s BDS

business, including [*****].

oAny contract or contractual relationship in which Lockheed was a supplier to

Boeing on the date of your separation of your employment from Lockheed.  For

the avoidance of doubt, this includes recusal from any decision-making

concerning supplier disputes with Lockheed on potential pricing terms in

negotiations on Lockheed contracts with Boeing.

June 27, 2025

Page 3 of 3

oAny third-party vendor relationship you supervised or were substantially involved

in during your tenure at Lockheed.

oThe Next Generation Interceptor program or any follow-on program.

oThe Golden Dome program.

o[*****].

oAny initiative, program, or strategy exploring the use of novel financing and

investments, capital acquisition methodologies or alternative business models not

traditionally used in the aerospace and defense industry.  For the avoidance of

doubt, you retain the ability to approve or disapprove any such novel approaches

developed elsewhere within Boeing during the one-year period of this limitation.

oAny teaming agreement between Boeing and Lockheed, including but not limited

to the F-22 program teaming agreement.

To support Boeing’s implementation of these limitations, the Company will assign you an

attorney to advise you on compliance with these restrictions, which I understand is similar to the

structure Lockheed used to implement limitations imposed on you following your tenure as L3

Harris’s CFO.

***

Your signature below indicates your acknowledgement of, and agreement to, abide by the above

restrictions.

Yours sincerely,

/s/ Brett Gerry

Brett Gerry

Acknowledged and agreed:

/s/ Jay Malave

JAY MALAVE

Date: 6/28/2025