Amendment Clarifying Stock Options and Change in Control Agreement between Raytheon Company and J. B. Stephens
Raytheon Company clarifies that if J. B. Stephens experiences a change in control of the company or his employment is terminated for any reason other than cause, all 140,000 stock options and 75,000 restricted shares awarded to him upon hiring will become fully vested. This amendment ensures Stephens receives these benefits under the specified conditions, as defined in his Change in Control Agreement.
Exhibit 10.31
| Raytheon | ||||||
| Organization | RAYTHEON COMPANY Corporate Human Resources | |||||
| Date | November 18, 2002 | Memo: | KJP:02:033 | |||
| To | J. B. Stephens | Distribution: | ||||
| From | K. J. Peden | |||||
| Subject | Clarification of Stock Options and Change in Control Agreement | |||||
This letter is to serve as clarification as to the Raytheon Company’s intent with regard to the 140,000 Stock Options and 75,000 Restricted Shares awarded to you by the Management Development and Compensation Committee (MDCC) of the Board of Directors upon your hiring at Raytheon.
If there is a “Change in Control” of the Raytheon Company as defined on page 2, paragraph 1.5 of your Change in Control Agreement or your employment is terminated for any reason other than “Cause” as defined on page 1, paragraph 1.4 of your Change in Control Agreement, all Restricted Stock and Stock Options awarded upon your hiring will be vested in full.
| Sincerely, |
 |
| Keith J. Peden |
| Senior Vice President Human Resources |
