{"id":38182,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1991-stock-plan-raytheon-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1991-stock-plan-raytheon-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1991-stock-plan-raytheon-co.html","title":{"rendered":"1991 Stock Plan &#8211; Raytheon Co."},"content":{"rendered":"<pre>\n                                Raytheon Company\n                                1991 Stock Plan\n                          as Amended October 26, 1994\n\nSection 1. Establishment and Purpose\n\n     The Raytheon Company 1991 Stock Plan (the '1991 Plan'), for eligible\nemployees is established effective March 27, 1991, subject to stockholder\napproval at the Corporation's 1991 Annual Meeting. The purpose of the Plan is to\nattract and retain the best available talent and encourage the highest level of\nperformance by employees in order to enhance the profitable growth of the\nCorporation and otherwise to serve the best interests of the Corporation and its\nshareholders. By affording eligible employees the opportunity to acquire\nproprietary interests in the Corporation and by providing them incentives to put\nforth maximum efforts for the success of the Corporation's business, the 1991\nPlan is expected to contribute to the attainment of those objectives. The\nmaximum number of shares of common stock as to which awards may be granted from\ntime to time under the 1991 Plan shall be 2,000,000. If for any reason, any\nshares as to which an option has been granted cease to be subject to purchase\nthereunder or any restricted shares or restricted units are forfeited to the\nCorporation, or to the extent that any awards under the 1991 Plan denominated in\nshares or units are paid or settled in cash or are surrendered upon the exercise\nof an option, then (unless the 1991 Plan shall have been terminated) such shares\nor units and any shares received by the Corporation upon the exercise of an\noption, shall become available for subsequent awards under the 1991 Plan (to the\nsame employee who received the original award or to a different employee or\nemployees); provided, however, that shares received by the Corporation upon the\nexercise of an incentive stock option shall not be available for the subsequent\naward of additional incentive stock options under the 1991 Plan. Any shares\nissued by the Corporation in respect of the assumption or substitution of\noutstanding awards from a corporation or other business entity acquired by the\nCorporation shall not reduce the number of shares available for awards under the\n1991 Plan. No incentive stock option shall be granted hereunder more than ten\nyears after March 26, 1991. The Stock which may be issued under the 1991 Plan\nmay be authorized but unissued Stock or stock now or hereafter held by the\nCorporation as Treasury Stock; such Stock may be acquired, subsequently or in\nanticipation of the transaction, in the open market to satisfy the requirements\nof the 1991 Plan.\n\nSection 2. Definitions\n\n     The following terms, as used herein, shall have the meaning specified:\n\n'Board of Directors' means the Board of Directors of Raytheon Company\nas it may be comprised from time to time.\n\n'Code' shall mean the Internal Revenue Code of 1986, as the same may be\namended from time to time. Reference in the 1991 Plan to any section of the Code\nshall be deemed to include any amendments or successor provision to such section\nand any regulations under such section.\n\n                                       2\n\n'Committee' shall mean the Compensation Committee of the Board of\nDirectors appointed to administer the Plan in accordance with Section 3.\n\n'Corporation' means Raytheon Company including its affiliates and subsidiaries.\n\n'Eligible Employees' Awards will be limited to officers and other\nemployees who are regular full-time employees of the Corporation. In determining\nthe employees to whom awards shall be granted and the number of shares or units\nto be covered by each award, the Committee shall take into account the nature of\nemployees' duties, their present and potential contributions to the success of\nthe Corporation and such other factors as it shall deem relevant in connection\nwith accomplishing the purposes of the 1991 Plan. A director of the Corporation\nor of a subsidiary who is not also a regular full-time employee will not be\neligible to receive an award.\n\n'Option' shall mean any option granted under the 1991 Plan for the\npurchase of common stock.\n\n'Participant' means any eligible employee who is approved by the Committee to \nparticipate in the 1991 Plan.\n\n'Restricted Award' shall mean a Restricted Unit Award or a Restricted \nStock Award.\n\n'Restricted Period' means the designated period of time during which\nrestrictions are in effect with respect to the Restricted Stock or Restricted\nUnits.\n\n'Restricted Stock' means Stock contingently awarded to a Participant\nunder the 1991 Plan subject to the restrictions set forth in Sections 4 and 5.\n\n'Restricted Stock Award' shall mean an award of common stock granted\nunder the restricted award provisions of the 1991 Plan.\n\n'Restricted Units' are units to acquire shares of common stock (or in\nthe sole discretion of the Committee, cash as provided in Section 5.4) which are\nrestricted as provided in Section 5.\n\n'Stock' means shares of common stock of Raytheon Company.\n\nSection 3. Administration of the Plan\n\n     The 1991 Plan shall be administered by the Compensation Committee of\nthe Board of Directors of Raytheon Company. No member of this Committee shall be\na Participant in this Plan. If any member of the Committee shall at any time not\nbe a 'disinterested person' or shall otherwise not qualify to administer the\n1991 Plan as contemplated by Rule 16b-3, as amended, or other applicable rules\nunder Section 16(b) of the Securities Exchange Act of 1934, as amended (the\n'Exchange Act'), the 1991 Plan shall be administered by only those members of\nthe Committee who qualify as such disinterested persons or otherwise are so\nqualified to administer the 1991 Plan in compliance with such rules.\n\n                                       3\n\n     The Committee shall have plenary authority in its discretion, subject\nto and not inconsistent with the express provisions of the 1991 Plan, to grant\noptions, to determine the purchase price of the common stock covered by each\noption, the term of each option, the employees to whom, and the time or times at\nwhich, options shall be granted and the number of shares to be covered by each\noption; to designate options as incentive stock options or nonqualified options;\nto grant restricted shares and restricted units and to determine the term of the\nrestricted period and other conditions applicable to such shares or units, the\nemployees to whom, and the time or times at which, restricted shares or\nrestricted units shall be granted and the number of shares or units to be\ncovered by each grant; to interpret the 1991 Plan; to prescribe, amend and\nrescind rules and regulations relating to the 1991 Plan; to determine the terms\nand provisions of the option agreements and the restricted share and restricted\nunit agreements (which need not be identical) entered into in connection with\nawards under the 1991 Plan; and to make all other determinations deemed\nnecessary or advisable for the administration of the 1991 Plan. The Committee\nmay delegate to one or more of its members or to one or more agents such\nadministrative duties as it may deem advisable, and the Committee or any person\nto whom it has delegated duties as aforesaid may employ one or more persons to\nrender advice with respect to any responsibility the Committee or such person\nmay have under the 1991 Plan.\n\n     The Committee may employ attorneys, consultants, accountants or other\npersons and the Committee, the Corporation and its officers and directors shall\nbe entitled to rely upon the advice, opinions or valuations of any such persons.\nAll actions taken and all interpretations and determinations made by the\nCommittee in good faith shall be final and binding upon all employees who have\nreceived awards, the Corporation and all other interested persons. No member or\nagent of the Committee shall be personally liable for any action, determination,\nor interpretation made in good faith with respect to the 1991 Plan or awards\nmade thereunder, and all members and agents of the Committee shall be fully\nprotected by the Corporation in respect of any such action, determination or\ninterpretation.\n\nSection 4. Award and Delivery of Restricted Stock or Restricted Units\n\n     4.1 At the time a Restricted Stock Award or Restricted Unit Award is\nmade, the Restricted Period applicable to such Restricted Stock Award or\nRestricted Unit Award shall be established and shall not be less than one year\nnor more than ten years. Each Restricted Award may have a different Restricted\nPeriod. At the time a Restricted Award is made, conditions may be specified for\nthe incremental lapse of restrictions during the Restricted Period and for the\ntermination of restrictions upon the satisfaction of other conditions in\naddition to or other than the expiration of the Restricted Period, including but\nnot limited to provisions related to a change of control, with respect to all or\nany portion of the Restricted Stock or Restricted Units.\n\n                                       4\n\n     4.2 All restrictions shall terminate with respect to all Restricted\nStock or Restricted Units upon the Participant's (i) death; or (ii) total\ndisability as evidenced by commencement and continuation for more than one year\nof benefits under the Corporation's Long Term Disability Plan (or if not a\nmember of the Long Term Disability Plan the Participant would have been eligible\nfor benefits using Long Term Disability Plan standards); or (iii) retirement at\nage 65 or later unless otherwise specified in the Restricted Award.\n\n     4.3 Each Restricted Award shall be evidenced by a written agreement\nsigned by the Participant and the Chief Executive Officer, or, in the case of a\nRestricted Award to the Chief Executive Officer, by the Participant and by a\nmember of the Committee (the 'award letter') which shall state the Restricted\nPeriod and such other terms and conditions which may be applicable, including\npayment by the Participant of the par value of the Restricted Stock upon\nexecution of the award letter (the 'Purchase Price') if such payment is required\nby state law.\n\nSection 5. Restrictions\n\n     5.1 A stock certificate representing the number of shares of Restricted\nStock granted to a Participant shall be registered in the Participant's name but\nshall be held in custody by the Corporation for the Participant's account. The\nParticipant shall generally have the rights and privileges of a stockholder as\nto such Restricted Stock including the right to vote such Restricted Stock,\nexcept that the following restrictions shall apply: (i) the Participant shall\nnot be entitled to delivery of the certificate until the expiration or\ntermination of the Restricted Period and the satisfaction of any other\nconditions specified in the award letter; (ii) none of the Restricted Stock may\nbe sold, transferred, assigned, pledged, or otherwise encumbered or disposed of\nduring the Restricted Period and until the satisfaction of any other conditions\nspecified in the award letter; and (iii) except as set forth in Section 4 or as\nset forth in the award letter executed pursuant to Section 4, all of the\nRestricted Stock shall be forfeited and all rights of the Participant to such\nRestricted Stock including any stock dividends on such Restricted Stock shall\nterminate without further obligation on the part of the Corporation unless the\nParticipant has remained a regular full-time employee of the Corporation until\nthe expiration or termination of the Restricted Period and the satisfaction of\nany other conditions specified in the award letter applicable to such Restricted\nStock.\n\n     The Participant shall have the same rights and privileges, and be\nsubject to the same restrictions, with respect to any Stock received pursuant to\nSection 8.\n\n     5.2 At the discretion of the Corporation, cash dividends with respect\nto the Restricted Stock may be either currently paid or withheld by the\nCorporation for the Participant's account, and interest shall be paid on the\namount of cash dividends withheld at a rate and subject to such terms as\ndetermined by the Corporation. Cash dividends so withheld shall not be subject\nto forfeiture. Stock dividends with respect to the Restricted Stock (if the\ndistribution of such does not generate federal income tax liability to the\nParticipant) shall be held in the Participant's account and shall be subject to\nforfeiture. Stock dividends which are taxable to the Participant may, in the\ndiscretion of the Committee, be distributed to the Participant. Upon the\nforfeiture of any Restricted Stock, such forfeited Stock and any stock dividends\non such forfeited Stock held for Participant's account shall be transferred to\nthe Corporation without further action by the Participant and any amounts paid\nby the Participant upon the issuance of the Restricted Stock shall be returned\nto the Participant with interest.\n\n                                       5\n\n     5.3 Upon the expiration or termination of the Restricted Period and the\nsatisfaction of any other conditions prescribed by the Committee or at such\nearlier time as provided for in Section 4 or in the award letter applicable to\nsuch Restricted Stock, the restrictions applicable to the Restricted Stock shall\nterminate and a stock certificate for the number of shares with respect to which\nthe restrictions have terminated shall be delivered, free of all such\nrestrictions, except any that may be imposed by law, to the Participant or the\nParticipant's beneficiary or estate, as the case may be. The Corporation shall\nnot be required to deliver any fractional share of common stock but will pay, in\nlieu thereof, the fair market value (determined as of the date the restrictions\nterminate) of such fractional share to the Participant or the Participant's\nbeneficiary or estate, as the case may be. No payment will be required from the\nParticipant upon the delivery of any Restricted Stock, except any payment of par\nvalue which may be required by state law and except that any amount necessary to\nsatisfy applicable federal, state or local tax requirements shall be satisfied\nby withholding an equivalent amount of Stock (valued at fair market value on the\ndate the restrictions terminate) or paid promptly by the Participant upon\nnotification of the amount due and prior to or concurrently with the delivery of\na certificate representing such Stock.\n\n     5.4 In the case of an award of Restricted Units, no shares of common\nstock shall be issued at the time the award is made, and the Corporation shall\nnot be required to set aside a fund for the payment of any such award.\n\n     Upon the expiration or termination of the Restricted Period and the\nsatisfaction of any other conditions prescribed by the Committee or at such\nearlier time as provided for in Section 4, the Corporation shall deliver to the\nemployee or the employee's beneficiary or estate, as the case may be, one share\nof common stock for each Restricted Unit with respect to which the restrictions\nhave lapsed ('vested unit') and cash equal to any dividend equivalents credited\nwith respect to each such vested unit and the interest thereon; provided,\nhowever, that the Committee may, in its sole discretion, elect to pay cash or\npart cash and part common stock in lieu of delivering only common stock for the\nvested units. If a cash payment is made in lieu of delivering common stock, the\namount of such cash payment shall be equal to the mean between the highest and\nlowest sales prices of the common stock as reported in the New York Stock\nExchange Composite Tape for the date on which the Restricted Period lapsed with\nrespect to such vested unit, or if there are no sales on such date, on the next\npreceding day on which there were sales. Upon the occurrence of change in\ncontrol (as defined in Section 11 (b), all outstanding vested units (including\nRestricted Units whose restrictions have lapsed as a result of the occurrence of\nsuch change in control) and credited dividend equivalents shall be payable as\nsoon as practicable but in no event later than ninety days after such change in\ncontrol in cash, in shares of common stock, or part in cash and part in common\nstock, as the Committee, in its sole discretion, shall determine. To the extent\nthat an employee receives cash in payment for his or her vested units, such\nemployee shall receive an amount equal to the fair market value of the shares of\ncommon stock he or she would have received had he or she been delivered common\nstock.\n\n                                       6\n\n     Section 6. Termination of Employment\n\n     Unless otherwise determined by the Compensation Committee, or otherwise\nprovided in the award letter, if a Participant to whom Restricted Stock has been\ngranted ceases to be an employee of the Corporation prior to the end of the\nRestricted Period and the satisfaction of any other conditions specified in the\naward letter, for any reason other than the reasons specified in Section 4, the\nParticipant shall immediately forfeit all Restricted Stock and stock dividends\nthereon. Nothing in the 1991 Plan or in any Restricted Award or option granted\npursuant to the 1991 Plan shall confer upon any employee any right to continue\nin the employ of the Corporation or interfere in any way with the right of the\nCorporation to terminate such employment at any time.\n\n     Section 7. Options\n\n     Each employee to whom an Option is granted under the 1991 Plan shall,\nas consideration therefor, remain in continuous employ of the Corporation for\ntwelve months from the date of the granting of such Option before the employee\ncan exercise any part thereof, and said options shall, subject to the\nlimitations on incentive stock options set forth below, be exercisable in full\nat the expiration of twelve months from the date of grant. Notwithstanding the\nforegoing, in the case of Options granted under the 1991 Plan in substitution of\noutstanding options or awards granted by a corporation or other business entity\nacquired by the Corporation (a 'Substitute Option'), the date of granting of\nsuch Substitute Option shall be deemed to be the date of the original grant of\nthe option being substituted (a 'Substituted Option') by the corporation or\nother business entity acquired by the Corporation and an employee's service in\nthe continuous employ of such acquired corporation or business entity since the\ngrant of the Substituted Option shall be included for purposes of determining\nthe length of said employee's service in the continuous employ of the\nCorporation. When an employee to whom an Option has been granted takes an\nauthorized leave of absence (which does not constitute a cessation of employment\npursuant hereto), the period of time elapsed during such leave of absence, shall\nbe included in computing the dates upon which any part of the Option becomes\nexercisable, except to the extent that the Committee in its discretion otherwise\ndetermines. The Committee may, in its sole discretion, cancel in whole or in\npart, the unexercised portion of any Option at any time that it determines that\nthe optionee is not performing satisfactorily the duties to which he or she was\nassigned on the effective date of the grant of the Option to him or her, or\nduties of at least equal responsibility.\n\n     Except as otherwise provided below, no option shall be exercised unless\nat the time of such exercise the holder of the Option is in the employment of\nthe Corporation. Employees who are on authorized leave of absence or who are on\nsalary continuance or vacation subsequent to the last day worked as defined\nherein are not 'in the employment of the Corporation or one of its subsidiaries'\nfor purposes of this Section. Employees who retire while on vacation, leave of\nabsence or salary continuance, shall be deemed to have retired at the close of\nbusiness on the last day worked.\n\n                                       7\n\n     Each incentive option granted hereunder shall by its terms provide: (a)\nthat such Option shall not be exercised after expiration of ten years from the\neffective date of granting such Option and (b) that the aggregate fair market\nvalue (determined at the time the option is granted) of the stock with respect\nto which incentive stock options are exercisable for the first time by any\nindividual employee during any calendar year (under all incentive stock option\nplans of Raytheon Company and its subsidiary corporations) shall not exceed\n$100,000. No incentive stock option shall be granted if the exercise thereof\nwould cause the optionee to become the holder of ten percent or more of the\nCorporation's common stock. Incentive options may contain such additional\nprovisions as may be required in order to be 'incentive stock options' under\nthe Code.\n\n     Nonqualified options shall not be exercisable after expiration of\neleven years from the effective date of grant. Subject to the foregoing, an\nOption granted under the Plan shall be exercisable in whole or at any time at\nthe expiration of one year from the date of grant or in part from time to time\nthereafter but in no case may an option be exercised for a fraction of a share.\n\n     Each option granted under this Plan shall by its terms provide that it\nis not assignable or transferable otherwise than by will or the laws of descent\nand distribution and an option may be exercised during the lifetime of the\nholder thereof only by him or her. The holder of an Option or his or her legal\nrepresentatives, legatees, or distributees, as the case may be, shall have none\nof the rights of a stockholder with respect to any shares subject to such Option\nuntil such shares have been issued to him or her under the terms of this Plan.\n\n     7.1 Procedure for Exercise\n\n     (a) An Option may be exercised only by submitting to the Office of the\nVice President - Human Resources a completed copy of an exercise form preceded\n(except as otherwise provided by paragraph (b) of this Section 7.1) by wire\ntransfer of immediately available funds or accompanied (except as otherwise\nprovided by paragraph (b) of this Section 7.1) by a certified or cashier's check\npayable to the order of the Company or shares of the Corporation's common stock\nheld by the Participant for at least six months with a current fair market value\nequal to the full amount of the total price of the shares for which the Option\nis to be exercised. The Option will be deemed to have been exercised only when\nthe completed form with such payment has been received by the Office of the Vice\nPresident - Human Resources. A request for exercise which is received by the\nOffice of the Vice President - Human Resources after the expiration of such\nOption or after the expiration of the time within exercise which is permitted\npursuant to the Plan, whichever is earlier, shall not be a valid exercise.\nCertificates for shares tendered must be endorsed or accompanied by signed stock\npowers with the signature guaranteed by a U.S. commercial bank or trust company\nor by a brokerage firm having membership on the New York Stock Exchange. Shares\ntendered in payment will be valued at the average of the high and low trade\nprices for the day preceding the date of exercise as published in The Wall\nStreet Journal. Any deficiency in the option exercise price shall be paid by\ncertified or cashier's check.\n\n                                       8\n\n     (b) In lieu of payment by wire transfer, certified or cashier's check\nor other shares of the Corporation's common stock held by the Participant for at\nleast six months as described in paragraph (a) of this Section 7, an Optionee\nmay, unless prohibited by applicable law, elect to effect payment by including\nwith the written notice referred to in paragraph (a) of this Section 7\nirrevocable instructions to deliver for sale to a registered securities broker\nacceptable to the Corporation a number of the shares subject to the Option being\nexercised sufficient, after brokerage commissions, to cover the aggregate\nexercise price of such Option and, if the Optionee further elects, the\nOptionee's withholding obligations with respect to such exercise referred to in\nSection 13, together with irrevocable instructions to such broker to sell such\nshares and to remit directly to the Company such aggregate exercise price and,\nif the Optionee has so elected, the amount of such withholding obligation. The\nCorporation shall not be required to deliver to such securities broker any stock\ncertificate for such shares (which delivery may be by book-entry) until it has\nreceived from the broker such exercise price and, if the Optionee has so\nelected, such withholding obligation amount.\n\n\n     7.2 Time of Granting Options\n\n     The granting of an Option pursuant to the Plan shall be deemed to take\nplace at the time when the Committee shall take action authorizing the grant of\nsuch Option or at such subsequent time as the Committee shall designate,\nprovided, however, that all grants shall be deemed to be conditioned upon the\noptionee being an employee of the Corporation on the effective date of the\ngrant.\n\n     7.3 Termination of Employment\n\n     If a holder of an Option shall retire, take leave of absence, or shall\ncease to be employed by the Corporation for any reason other than death after he\nor she shall have been continuously so employed for twelve months from and after\nthe date of the granting of an Option, he or she may, but only within the period\nof time listed below immediately succeeding the last day worked prior to such\nretirement, leave of absence or cessation, exercise such option:\n\n                                       9\n\n                                             Time Following Last Day Worked\n     Reason for Absence from Work          Within Which Option May Be Exercised\n\n     Retirement                              Three Years\n\n     Medical Leave of Absence                During Such Leave\n\n     Personal Leave of Absence               Three Months\n\n     Discharge for cause or other            None\n     severance of employment                 \n     determined by Committee to \n     warrant termination of option\n\n     Layoff                                  One Year\n\n     Quit                                    Three Months\n\n     In no event may an Option be exercised following its expiration or\ncancellation.\n\n     For purposes of the 1991 Plan, 'last day worked' means the last day on\nwhich the holder was responsible for performing his or her assigned duties for\nthe Corporation. Any period of accrued vacation or salary continuance for which\nthe holder may be eligible as of his or her retirement or cessation of\nemployment shall not extend the period in which options must be exercised.\nTransfer of employment between corporations in the group comprised of the\nCorporation and its subsidiaries shall not be deemed a cessation of employment.\nWhether a leave of absence for other than medical reasons, duly authorized by\nthe Corporation shall constitute a cessation of employment for purposes of the\n1991 Plan shall be determined by the Committee, which determination unless\noverruled by the Board of Directors, shall be final and conclusive. The grant of\nan Option will not confer upon a holder of an Option any right with respect to\ncontinuance of employment by the Corporation, nor will it interfere in any way\nwith his or her right, or his or her employer's right, to terminate his or her\nemployment at any time.\n\n     7.4 Death of Holder\n\n     In the event of the death of a holder of an Option while in the employ\nof the Corporation, or during a period following the last day worked within\nwhich the Option of such holder was permitted to be exercised, the Option shall\nbe exercisable only within twelve months following such death (but not later\nthan the expiration date of the Option) and then only (a) by his or her estate\nor by the person or persons who acquired the right to exercise such Option by\nbequest or inheritance or by reason of the death of the decedent, and (b) if and\nto the extent that he or she was entitled to exercise the Option at the date of\nhis or her death.\n\n                                       10\n\n     7.5 Option Price\n\n     The purchase price under each incentive stock option shall be not less\nthan one hundred percent of the fair market value of such shares at the time\nsuch Option is granted. Other options may be granted at such prices above or\nbelow the fair market value of the shares as the Committee may determine.\n\n     Section 8. Changes in Capitalization\n\n     In the event of any change in the outstanding shares of Stock by reason\nof a stock dividend or split, recapitalization, merger or consolidation,\nreorganization, combination or exchange of shares or other similar corporate\nchange, the maximum aggregate number of shares available under the 1991 Plan and\nthe number of shares covered by each previously granted Option and Restricted\nAward, if any, shall be proportionally adjusted by the Board of Directors with\nsuch determination being conclusive.\n\n     Section 9. Effective Date\n\n     The 1991 Plan is effective as of March 27, 1991, subject to the\napproval of the stockholders at the Corporation's 1991 Annual Meeting. The\nCommittee may, at its discretion, grant Options and Restricted Stock Awards\nunder the 1991 Plan subject to such stockholder approval of the 1991 Plan.\nOptions and Restricted Stock Awards, issuance or delivery of stock upon exercise\nof options or upon expiration of restrictions on Restricted Stock shall be\nexpressly subject to the conditions that, to the extent required by law at the\ntime of exercise of Options or grant of Restricted Stock Awards, issuance or\ndelivery, (i) the shares of Stock shall be duly listed upon the New York Stock\nExchange; and (ii) if the Corporation deems it necessary or desirable, a\nRegistration Statement under the Securities Act of 1933 with respect to such\nstock shall be effective.\n\n     Section 10. Designation of Beneficiary\n\n     A Participant may, with the consent of the Committee, designate a\nperson or persons to receive Restricted Stock to which the Participant is\nentitled in the event of the Participant's death. Such designation shall be made\nin writing upon forms supplied by and delivered to the Committee, and may be\nrevoked in writing. If a Participant fails effectively to designate a\nbeneficiary, the Participant's Restricted Stock shall be distributed in\naccordance with his will or, if intestate, the laws of descent and distribution.\n\n     Section 11. Lapse at Discretion of the Committee; Lapse Upon Termination \n                 Following a Change in Control\n\n     (a) The Committee shall have the authority to accelerate the time at which\nthe restrictions on Restricted Stock and Restricted Units will lapse or to\nremove any of such restrictions whenever it may decide in its absolute\ndiscretion that, by reason of changes in applicable tax, securities, or other\nlaws or other changes in circumstances arising after the date of the Award, such\naction is in the best interest of the Company, and equitable to the Participant,\nhis heirs, or designated beneficiaries.\n\n                                       11\n\n     (b) The restrictions on Restricted Stock and Restricted Units shall\nlapse and Nonqualified Stock Options issued hereunder become exercisable\nimmediately upon a change in control of the Corporation. For purposes of this\nparagraph, the term 'change in control' shall be deemed to occur upon (1) the\napproval by the shareholders of the Corporation of (A) any consolidation or\nmerger of the Corporation in which the Corporation is not the continuing or\nsurviving corporation or pursuant to which shares of common stock would be\nconverted into cash, securities or other property, other than a merger in which\nthe holders of common stock immediately prior to the merger will have the same\nproportionate ownership of common stock of the surviving corporation immediately\nafter the merger, (B) any sale, lease, exchange, or other transfer (in one\ntransaction or a series of related transactions) of all or substantially all the\nassets of the Corporation, or (C) adoption of any plan or proposal for the\nliquidation or dissolution of the Corporation, or (2) any 'person' (as defined\nin Section 13(d) of the Securities Exchange Act of 1934), other than the\nCorporation or subsidiary or employee benefit plan or trust maintained by the\nCorporation or any of its subsidiaries, shall become the 'beneficial owner' (as\ndefined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or\nindirectly, of more than twenty-five percent of the common stock outstanding at\nthe time, without the prior approval of the Board of Directors of the\nCorporation.\n\n     The Committee shall have authority to provide with respect to any\nfuture grants of nonqualified options under the Corporation's 1976 Stock Option\nPlan, as amended, rights corresponding to those described in clause (A) and (B),\nas the case may be, of the immediately preceding paragraph in the event of a\n'change in control' (as defined therein).\n\n     Section 12. Compliance with Securities and Exchange Commission Requirements\n\n     No certificate for shares of Stock distributed pursuant to the Plan\nshall be executed and delivered until the Company shall have taken such action,\nif any, as is then required to comply with the provisions of the Securities Act\nof 1933, as amended, the Securities Exchange Act of 1934, as amended, or any\nother applicable laws, and the requirements of any exchange on which the Stock\nmay, at the time, be listed.\n\n     Section 13. Compliance with Tax Laws\n\n     To the extent required by applicable federal, state or local laws or\nregulations, the Corporation may withhold from any cash to be distributed to a\nParticipant pursuant to the Plan or from salary or other compensation payable to\nthe Participant amounts sufficient to comply with the Corporation's obligations\nunder such laws or regulations. The Corporation may require the Participant, as\na condition to delivering shares upon exercise of nonqualified stock options\n(whether for cash or stock) or as a condition to delivery of restricted stock\nwhich becomes deliverable pursuant to the Plan, to pay to the Corporation\namounts sufficient to meet the Corporation's obligations under such laws or\nregulations.\n\n                                       12\n\n     Section 14. Termination and Amendment\n\n     The Board of Directors of the Corporation may suspend, terminate,\nmodify or amend the 1991 Plan, provided that any amendment that would increase\nthe aggregate number of shares of Stock which may be issued under the 1991 Plan,\nmaterially increase the benefits accruing to Participants under the 1991 Plan,\nor materially modify the requirements as to eligibility for participation in the\n1991 Plan, must be approved by the Corporation's stockholders, except that any\nsuch increase or modification that may result from adjustments authorized by\nSection 8 shall not require such approval. If the 1991 Plan is terminated, the\nterms of the 1991 Plan shall, notwithstanding such termination, continue to\napply to Awards granted prior to such termination. In addition, no suspension,\ntermination, modification or amendment of the Plan may, without the consent of\nthe Participant to whom a Stock Option or Restricted Stock Award shall\ntheretofore have been granted, adversely affect the rights of such Participant\nunder such Award Stock Option or Restricted Stock Award.\n\n     Section 15. Duration\n\n     The 1991 Plan shall remain in effect until all Stock Options have been\nexercised or expired and until all Restricted Stock shall have been delivered\nwithout restrictions or forfeited under the 1991 Plan provided that no Stock\nOptions shall be granted and no Restricted Stock Awards shall be made under the\nPlan after March 26, 2001.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8652],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9539,9545],"class_list":["post-38182","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-raytheon-co","corporate_contracts_industries-aerospace__space","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38182","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38182"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38182"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38182"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38182"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}