{"id":38235,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-stock-option-plan-raytheon-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-stock-option-plan-raytheon-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-stock-option-plan-raytheon-co.html","title":{"rendered":"1995 Stock Option Plan &#8211; Raytheon Co."},"content":{"rendered":"<pre>                                RAYTHEON COMPANY\n\n                             1995 STOCK OPTION PLAN\n\n     1. Definitions. As used in this Raytheon Company 1995 Stock Option Plan\nthe following terms have the following meanings:\n\n     1.1 'Change in Corporate Control' means (a) the time of approval by the\nshareholders of the Company of (i) any consolidation or merger of the Company in\nwhich the Company is not the continuing or surviving corporation or pursuant to\nwhich shares of Stock would be converted into cash, securities or other\nproperty, other than a merger in which the holders of Stock immediately prior to\nthe merger will have the same proportionate ownership of common stock of the\nsurviving corporation immediately after the merger, (ii) any sale, lease,\nexchange, or other transfer (in one transaction or a series of related\ntransactions) of all or substantially all the assets of the Company, or (iii)\nadoption of any plan or proposal for the liquidation or dissolution of the\nCompany; or (b) the date on which any 'person' (as defined in Section 13(d) of\nthe Securities Exchange Act of 1934), other than the Company or a subsidiary or\nemployee benefit plan or trust maintained by the Company or any of its\nsubsidiaries, shall become (together with its 'affiliates' and 'associates,' as\ndefined in Rule 12b-2 under the Securities Exchange Act of 1934) the 'beneficial\nowner' (as defined in Rule 13d-3 under the Securities Exchange Act of 1934),\ndirectly or indirectly, of more than 25% of the Stock outstanding at the time,\nwithout the prior approval of the Board of Directors of the Company.\n\n     1.2 'Code' means the Internal Revenue Code of 1986, as amended.\n\n     1.3 'Committee' means the Compensation Committee of the Company's Board\nof Directors, consisting exclusively of directors who at the relevant time are\n'outside directors' within the meaning of ss.162(m) of the Code.\n\n     1.4 'Company' means Raytheon Company, a Delaware corporation.\n\n     1.5 'Company Officer' means the Chairman of the Board, the President,\nand any Executive Vice President, Senior Vice President or Vice President of the\nCorporation.\n\n     1.6 'Fair Market Value' means the value of a share of Stock of the Company\non any date as determined by the Board.\n\n     1.7 'Grant Date' means the date on which an Option is granted, as \nspecified in Section 7.\n\n     1.8 'Immediate Family' means any child, stepchild, grandchild, parent,\ngrandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,\ndaughter-in-law, brother-in-law, or sister-in-law, including adoptive\nrelationships.\n\n     1.9 'Incentive Stock Option' means an Option grant that is intended to meet\nthe requirements of Section 422 of the Code.\n\n                                       2\n\n     1.10 'Non-Statutory Stock Option' means an Option grant that is not \nintended to be an Incentive Stock Option.\n\n     1.11 'Option' means an option to purchase shares of the Stock granted\nunder the Plan.\n\n     1.12 'Option Agreement' means an agreement between the Company and an\nOptionee setting forth the terms and conditions of an Option.\n\n     1.13 'Option Period' means the period from the date of the grant of an\nOption to the date when the Option expires as stated in the terms of the Option\nAgreement.\n\n     1.14 'Option Price' means the price paid by an Optionee for an Option\nunder this Plan.\n\n     1.15 'Option Share' means any share of Stock of the Company transferred\nto an Optionee upon exercise of an Option pursuant to this Plan.\n\n     1.16 'Optionee' means a person eligible to receive an Option, as\nprovided in Section 6, to whom an Option shall have been granted under the Plan.\n\n     1.17 'Plan' means this 1995 Stock Option Plan of the Company.\n\n     1.18 'Related Corporation' means a Parent Corporation or a Subsidiary \nCorporation, each as defined in Section 424 of the Code.\n\n1.19 'Stock' means common stock, $0.01 par value, of the Company.\n\n     2. Purpose. This 1995 Stock Option Plan is intended to encourage\nownership of Stock by key employees of the Company and its Related Corporations\nand to provide additional incentive for them to promote the success of the\nCompany's business. With respect to any Incentive Stock Options that may be\ngranted hereunder, the Plan is intended to be an incentive stock option plan\nwithin the meaning of Section 422 of the Code.\n\n     3. Term of the Plan. Options under the Plan may be granted not later\nthan March 21, 2005.\n\n     4. Stock Subject to the Plan. At no time shall the number of shares of\nStock then outstanding which are attributable to the exercise of Options granted\nunder the Plan, plus the number of shares then issuable upon exercise of\noutstanding options granted under the Plan, exceed 20,000,000 shares, subject,\nhowever, to the provisions of Section 15 of the Plan. No Optionee may be granted\nin any year Options to purchase more than 200,000 shares of Stock, subject to\nadjustment pursuant to Section 15. Shares to be issued upon the exercise of\nOptions granted under the Plan may be either authorized but unissued shares or\nshares held by the Company in its treasury. If any Option expires or terminates\nfor any reason without having been exercised in full, the shares not purchased\nthereunder shall again be available for Options thereafter to be granted.\n\n                                       3\n\n     5. Administration. The Plan shall be administered by the Committee.\nSubject to the provisions of the Plan (including, without limitation, the\nprovisions of Section 19), the Committee shall have complete authority, in its\ndiscretion, to make the following determinations with respect to each Option to\nbe granted by the Company: (a) the key employee to receive the Option; (b) the\ntime of granting the Option; (c) the number of shares subject thereto; (d) the\nOption Price (subject to Section 8 below); (e) the Option Period; and (f)\nwhether the Option is an Incentive Stock Option or a Non-Statutory Stock Option.\nIncentive Stock Options granted under this Plan shall be designated specifically\nas such. In making such determinations, the Committee may take into account the\nnature of the services rendered by the respective employees, their present and\npotential contributions to the success of the Company and its subsidiaries, and\nsuch other factors as the Committee in its discretion shall deem relevant.\nSubject to the provisions of the Plan, the Committee shall also have complete\nauthority to interpret the Plan, to prescribe, amend and rescind rules and\nregulations relating to it, to determine the terms and provisions of the\nrespective Option Agreements (which need not be identical), and to make all\nother determinations necessary or advisable for the administration of the Plan.\nThe Committee's determinations on the matters referred to in this Section 5\nshall be conclusive.\n\n     6. Eligibility. An Option may be granted only to a key employee of one\nor more of the Company and its subsidiaries. A director of one or more of the\nCompany and its subsidiaries who is not also an employee of one or more of the\nCompany and its subsidiaries shall not be eligible to receive Options.\n\n     7. Time of Granting Options. The granting of an Option shall take place\nat the time specified by the Committee. Only if expressly so provided by the\nCommittee shall the Grant Date be the date on which an Option Agreement shall\nhave been duly executed and delivered by the Company and the Optionee.\n\n     8. Option Price. The Option Price under each Option shall be as\ndetermined by the Committee but shall not be less than 100% of the Fair Market\nValue of the Stock on the Grant Date.\n\n     9. Option Period. No Incentive Stock Option may be exercised later than\nthe tenth anniversary of the Grant Date. No Non-Statutory Stock Option may be\nexercised later than one day after the tenth anniversary of the Grant Date. An\nOption may become exercisable in such installments, cumulative or\nnon-cumulative, or may be immediately exercisable, as the Committee may\ndetermine.\n\n     10. Maximum Size of Incentive Stock Option as Such. To the extent that\nthe aggregate Fair Market Value of Stock for which an Incentive Stock Option\nbecomes exercisable by an Optionee for the first time in any calendar year\nexceeds $100,000, the portion of such Incentive Stock Option which exceeds such\n$100,000 limitation shall be treated as a Non-Statutory Stock Option, and not an\nincentive option under Section 422 of the Code. For purposes of this Section 10,\nall Incentive Stock Options granted to an Optionee by the Company, as well as\nany options that have been granted to the Optionee under any other stock\nincentive plans of the Company or any related corporation which are intended to\ncomply with the provisions of Section 422 of the Code, shall be considered in\nthe order in which they were granted, and the Fair Market Value shall be\ndetermined as of the Grant Dates.\n\n                                       4\n\n     11. Exercise of Option.\n\n     11.1 An Option may be exercised only by giving written notice, in the\nmanner provided in Section 21 hereof, specifying the number of shares as to\nwhich the Option is being exercised, accompanied (except as otherwise provided\nin Subsection 11.2 of this Section 11) by full payment for such shares in the\nform of check or bank draft payable to the order of the Company or other shares\nof the Stock with a current Fair Market Value equal to the Option Price of the\nshares to be purchased. Receipt by the Company of such notice and payment shall\nconstitute the exercise of the Option or a part thereof. Within 20 days\nthereafter, the Company shall deliver or cause to be delivered to the Optionee a\ncertificate or certificates for the number of shares then being purchased. Such\nshares shall be fully paid and nonassessable. If such shares are not at that\ntime effectively registered under the Securities Act of 1933, as amended, the\nOptionee shall include with such notice a letter, in form and substance\nsatisfactory to the Company, confirming that such shares are being purchased for\nthe Optionee's own account for investment and not with a view to distribution.\n\n     11.2 In lieu of payment by check, bank draft or other shares of Stock\naccompanying the written notice of exercise as described in Subsection 11.2 of\nthis Section 11, an Optionee may, unless prohibited by applicable law, elect to\neffect payment by including with the written notice referred to in Subsection\n11.2 irrevocable instructions to deliver for sale to a registered securities\nbroker acceptable to the Company a number of the shares subject to the Option\nbeing exercised 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\nSections 12 or 20, together with irrevocable instructions to such broker to sell\nsuch shares and to remit directly to the Company such aggregate exercise price\nand, if the Optionee has so elected, the amount of such withholding obligation.\nThe Company shall not be required to deliver to such securities broker any stock\ncertificate for such shares until it has received from the broker such exercise\nprice and, if the Optionee has so elected, such withholding obligation amount.\n\n     12. Notice of Disposition of Stock Prior to Expiration of Specified\nIncentive Stock Option Holding Period. The Company may require that the person\nexercising an Incentive Stock Option give a written representation to the\nCompany, satisfactory in form and substance to its counsel and upon which the\nCompany may reasonably rely, that he or she will report to the Company any\ndisposition of shares purchased upon exercise prior to the expiration of the\nholding periods specified by Section 422(a)(1) of the Code. If and to the extent\nthat the disposition imposes upon the Company federal, state, local or other\nwithholding tax requirements, or any such withholding is required to secure for\nthe Company an otherwise available tax deduction, the Company shall have the\nright to require that the person making the disposition remit to the Company an\namount sufficient to satisfy those requirements.\n\n                                       5\n\n     13. Transferability of Options. Incentive options granted hereunder and\nnonqualified options granted to individuals other than Company Officers shall\nnot be transferable, otherwise than by will or the laws of descent and\ndistribution, and may be exercised during the life of the holder thereof only by\nhim or her. Nonqualified options granted hereunder to a Company Officer may be\ntransferred to a member of such Company Officer's Immediate Family or trusts\nestablished solely for the benefit of such Immediate Family members. The holder\nof an Option or his or her legal representatives, legatees, distributees, or\npermitted transferees, as the case may be, shall have none of the rights of a\nstockholder with respect to any shares subject to such Option until such shares\nhave been issued to him or her under this Plan.\n\n     14. Termination of Employment or Service. Each Option shall terminate\nand may no longer be exercised if the Optionee ceases to perform services for\nthe Company or a Related Corporation in accordance with the following:\n\n     14.1 If an Optionee ceases to be an active employee of the Company or\nany Related Corporation other than by reason of death or retirement, absent in\nany case a determination by the Committee to the contrary, any Options which\nwere exercisable by the Optionee on the date of cessation of active employment\nmay be exercised any time (a) before their expiration date or (b) within the\nrespective periods listed below in this Section 14.1, depending upon the reason\nfor cessation of active employment, whichever is earlier, but only to the extent\nthat the Options were exercisable when active employment ceased. Notwithstanding\nthe foregoing, in the event an Optionee fails to exercise an Incentive Stock\nOption within three months after the date of termination, such Option will be\ntreated as a Non-Statutory Stock Option pursuant to Section 422 of the Code. The\nrespective periods following cessation of active employment referred to in\nclause (a) of the first sentence of this Section 14.1 are as follows:\n\n     Reason for Cessation               Period Following Last Day\n                                   of Active Employment of Active Employment\n                                   Within Which Option May Be Exercised\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 or similar involuntary                One Year\ntermination without cause\n\nVoluntary termination (non-retirement)            Three Months\n\n\n                                       6\n\n     14.2 If an Optionee's employment terminates because of death, Options\nmay be exercised at any time before the expiration date or within one year after\nthe date of termination, whichever is earlier, but only (a) if and to the extent\nthat the Optionee was entitled to exercise the Option at the date of the\nOptionee's death and (b) by the Optionee's estate or by the person(s) who\nacquired the right to exercise such Option by bequest or inheritance or by\nreason of the death of the Optionee.\n\n     14.3 If an Optionee's employment terminates because of retirement, any\nOptions which were exercisable by the Optionee on the date of termination of\nemployment may be exercised any time before their expiration date or within\nthree years after the date of termination, whichever is earlier, but only to the\nextent that the Options were exercisable when employment ceased (absent a\ndetermination by the Committee to the contrary at the time any such Options were\ngranted or prior to their expiration date), as provided hereunder.\nNotwithstanding the foregoing, in the event an Optionee fails to exercise an\nIncentive Stock Option within three months after the date of his or her\nretirement, such Option will be treated as a Non-Statutory Stock Option.\n\n     15. Anti-Dilution Adjustments. Pro rata adjustment shall be made in the\nmaximum number of shares of Stock subject to the Plan or that may be awarded to\nany individual in any year to give effect to any stock dividends, stock splits,\nstock combinations, recapitalizations and other similar changes in the capital\nstructure of the Company. Pro rata adjustments shall be made in the number, kind\nand price of shares of Stock covered by any outstanding Option hereunder to give\neffect to any stock dividends, stock splits, stock combinations,\nrecapitalizations and similar changes in the capital structure of the Company,\nor a merger, dissolution or reorganization of the Company, after the date the\nOption is granted, so that the Optionee is treated in a manner equivalent to\nthat of holders of the underlying Stock.\n\n     16. Change in Corporate Control. Upon a Change in Corporate Control,\neach outstanding Option shall immediately become fully exercisable, and a\nregistration statement under the Securities Act of 1933, as amended, with\nrespect to shares covered by all outstanding Options, whether to be issued by\nthe Company or by any successor corporation, shall be effective at all times\nduring which the Options may be exercised and, to facilitate resale of the\nshares, during the twelve months after the last exercise of the Options.\n\n     17. Reservation of Stock. The Company shall at all times during the\nterm of the Options reserve and keep available such number of shares of the\nStock as will be sufficient to satisfy the requirements of this Plan and shall\npay all fees and expenses necessarily incurred by the Company in connection\ntherewith.\n\n     18. Limitation of Rights in the Option Shares. The Optionee shall not\nbe deemed for any purpose to be a stockholder of the Company with respect to any\nof the Option Shares except to the extent that the Option shall have been\nexercised with respect thereto and, in addition, a certificate shall have been\nissued therefor and delivered to the Optionee.\n\n                                       7\n\n     19. Termination and Amendment of the Plan. The Committee may at any\ntime terminate the Plan or make such amendment to the Plan as it shall deem\nadvisable, provided that, except as provided in Section 14, the Committee may\nnot, without the approval by the holders of a majority of the Stock, change the\nclasses of persons eligible to receive Options, increase the maximum number of\nshares available for option under the Plan or extend the period during which\nOptions may be granted or exercised. No termination or amendment of the Plan\nmay, without the consent of the Optionee to whom any Option shall theretofore\nhave been granted, adversely affect the rights of such Optionee under such\nOption.\n\n     20. Withholding. The Company's obligations to deliver shares of Stock\nupon exercise of an Option shall be subject to the Optionee's satisfaction of\nall applicable federal, state and local income and employment tax withholding\nobligations. The Committee may, at or after grant, permit an Optionee to satisfy\nsuch tax withholding requirements by delivery to the Company of shares retained\nfrom the Option grant creating the tax obligation having a value equal to the\namount to be withheld. The value of shares of Stock to be withheld or delivered\nshall be based on the Committee's determination of the Fair Market Value of a\nshare of Stock on the date the amount of tax to be withheld is to be determined.\n\n     21. Notices. Any communication or notice required or permitted to be\ngiven under the Plan shall be in writing, and mailed by registered or certified\nmail or delivered in hand, if to the Company, to 141 Spring Street, Lexington,\nMassachusetts 02421, Attention: Vice President - Human Resources and, if to the\nOptionee, to the address as the Optionee shall last have furnished to the\ncommunicating party.\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-38235","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\/38235","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=38235"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38235"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38235"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38235"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}