Form of Performance Share Award Agreement with respect to the [year - year] Long-Term Performance Plan THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

Exhibit 10.1

Form of

Performance Share Award Agreement with respect to the [year - year] Long-Term

Performance Plan

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING

SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933

Raytheon Company (the “Company”) hereby grants to you, the recipient identified below, an award of stock units with respect to its common stock, par value $0.01 per share (the “Stock”), pursuant to the Raytheon 2001 Stock Plan (as amended from time to time, the “Plan”) on the following terms and conditions:

Pursuant to this Award, you will be entitled to payment as follows: (i) up to [            ] percent ([            ]%) of the Total Target Number of Shares of Stock set forth above based on the Company’s [performance metric] over the Performance Cycle; (ii) up to [            ] percent ([            ]%) of the Total Target Number of Shares of Stock set forth above based on the Company’s [performance metric] over the Performance Cycle; and (iii) up to [            ] percent ([            ]%) of the Total Target Number of Shares of Stock set forth above based on the Company’s [performance metric] over the Performance Cycle (each a “metric” and collectively the “metrics”). The precise extent to which the Company will have satisfied the metrics, and any shares of Stock will have been earned, will be determined by the Management Development and Compensation Committee of the Company’s Board of Directors (the “Committee”) as soon as practicable following the close of the Performance Cycle. The total number of shares of Stock that will be issued in the settlement of this Award, based upon the Company’s satisfaction of the metrics, will be determined by multiplying the Total Target Number of Shares of Stock by the applicable Target Share Award Multiplier, from the following tables:

“[Performance Metric]” is defined as [                    ].

“[Performance Metric]” is defined as [                    ].

“[Performance Metric]” is defined as [                    ].

You must remain an employee until the end of the Performance Cycle in order to be entitled to any payment pursuant to this Award, except as provided in Section 4 and except as follows. If your employment with the Company ends during the Performance Cycle on account of your Retirement, as that term is defined in the Plan, or because you become disabled or die, after the end of the Performance Cycle, you (or in the event of your death, your estate) will be entitled

to a pro rata portion of the number of shares of Stock you would have received, if any, had you remained employed until the end of the Performance Cycle. The pro rata portion will be based on the number of full months in the Performance Cycle during which you were employed as compared to the total number of months in the Performance Cycle.

If a Change of Corporate Control, as defined in the Plan, should occur during the Performance Cycle, the Award will terminate. However, at or immediately following the Change of Corporate Control, you will be entitled to receive a pro rata portion of the Total Target Number of Shares of Stock covered by this Award, without regard to the extent to which the performance conditions of Section 2 have been satisfied. The pro rata portion will be based on the number of full months in the Performance Cycle preceding the Change of Corporate Control as compared to the total number of months in the Performance Cycle.