EX-10.5 2 a202506jun3010qex105.htm EX-10.5
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:
o United Launch Alliance.
o[*****].
o Boeing’s acquisition and integration into Boeing of Spirit Aero Systems’ Defense
& Space business segment.
o Boeing’s classified Government Satellite Systems and Ground Systems programs
within the Space, Intelligence, & Weapon Systems division of Boeing’s BDS
business, including [*****].
o Any 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
o Any third-party vendor relationship you supervised or were substantially involved
in during your tenure at Lockheed.
o The Next Generation Interceptor program or any follow-on program.
o The Golden Dome program.
o[*****].
o Any 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.
o Any 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