EX-10.1 2 a17-20574_1ex10d1.htm EX-10.1

Exhibit 10.1

40 Westminster Street

Providence, RI 02903

July 26, 2017

Dear Julie Duffy,

I am pleased to offer you the position of Executive Vice President, Human Resources, reporting directly to me. The Board and I believe you have the personal and professional qualifications to continue to make significant contributions to the success of Textron and that you will be an excellent leader of the organization as we address the challenges and opportunities facing us.

The main features of your compensation package, as approved by the Organization and Compensation Committee of the Board (the “O&C Committee”), are summarized below.

Base Salary

Your base salary will be $475,000 per year, to be annually reviewed by the O&C Committee when it reviews executive officer compensation.

Short-Term Incentive Compensation

You will be eligible to participate in Textron’s short-term incentive (“STI”) plan, with an initial target opportunity of 60% of your base salary, based upon the achievement of the performance goals established for each performance period by the O&C Committee. Actual STI payouts may vary each performance period from zero to 200% of your target opportunity depending upon, among other things, the O&C Committee’s determination that you and Textron have achieved the established performance goals. Payouts are made within the first quarter after the end of the performance period.

Long-Term Incentive Compensation

You will be eligible to participate in the Textron long-term incentive (“LTI”) plan with an initial target opportunity of 150% of your base salary. Any long-term incentive awards for which you may be eligible will be determined by the O&C Committee as part of its review of executive officer compensation. Awards are made in accordance with the Textron Inc. 2015 Long-Term Incentive Plan (or under a successor plan) and will be subject to the terms and conditions of the plan and award agreement under which they are granted. Annual LTI awards are generally granted in March and may consist of, among other things, performance shares or performance share units, restricted stock or restricted stock units, stock options, or other long-term incentive awards and are subject to vesting requirements and other terms and conditions determined by the O&C Committee.

Duffy, Julie G.

July 26, 2017

Page 2

Other Benefits

You will continue to be eligible to participate in employee benefits provided in accordance with the Textron Retirement Program, Textron Spillover Pension Plan, Textron Savings Plan, Textron Spillover Savings Plan, Deferred Income Plan for Textron Executives, Severance Plan for Textron Key Executives, medical insurance, dental insurance, disability insurance, life insurance, executive physical program and other welfare benefit programs. You will be eligible to receive four (4) weeks of vacation annually.

General Provisions

You will be covered by the indemnification provisions of Textron’s By-Laws to the same extent as Textron’s other executive officers. Textron will cover you under directors’ and officers’ liability insurance for bona fide claims based on your actions or failure to act in your capacity as a Textron executive officer in the same amount and to the same extent as Textron covers its other directors and executive officers.

All equity awards described in this letter will be made under the Textron Inc. 2015 Long-Term Incentive Plan (or under a successor plan), and will be subject to the terms and conditions of the plan and award agreement under which they are granted.

All of the payments and benefits described in this letter are subject to 1) applicable tax withholding, 2) the terms and conditions of the Textron plans under which they are provided (as amended from time to time), and 3) the requirements of applicable law. The dollar amounts and values described in this letter are gross amounts, before any applicable tax or tax withholding.

This offer is contingent upon successful completion of a background check conducted by a consumer reporting agency.

This is an at-will offer of employment, and you understand and agree that this letter does not create an obligation on the Company or any other person to employ you or to continue your employment for any period of time, that either you or our Company may terminate your employment at any time, with or without cause.

Duffy, Julie G.

July 26, 2017

Page 3

I am pleased to offer you this opportunity to join the Textron executive leadership team.

/s/ Scott C. Donnelly |  | 7/27/17
Scott C. Donnelly |  | Date

I have read the foregoing offer of at-will employment. I understand that this offer is the complete agreement between me and Textron concerning the terms of my employment, and that it replaces any prior agreements or understandings between me and Textron or offers or promises made by Textron. I agree with, and accept, this offer of employment subject to the terms and conditions detailed in this letter.

/s/ Julie G. Duffy |  | 7/27/17
Julie G. Duffy |  | Date