Form of Deferred Restricted Award Agreement for Non-Employee Directors under the Raytheon 2019 Stock Plan

This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of <Award Date> (the “Award Date”) is between Raytheon Company (the “Company”), and <First Name, Middle Initial, Last Name>, a Non-Employee Director of the Company (“you”).

The Company hereby awards you the number of restricted stock units (“Units”) set forth below, with respect to its common stock, par value $0.01 per share (the “Stock”), subject to the terms and conditions of the Raytheon 2019 Stock Plan (the “Plan”) and the vesting and other provisions of this Agreement. Subject to the provisions hereof, each Unit represents the right to receive one share of Stock (a “Share”) pursuant to your Deferral Election as set forth in Section 4 below plus additional cash payments in lieu of dividends as described in Section 5 below.

If during the Restriction Period you have a Termination of Service as a Director of the Company for any reason other than as set forth in Section 2(ii) above, you shall cease to be entitled to such Units or delivery of any Shares with respect thereto and all rights in and to such Units and related Shares, as well as cash in lieu of dividends as described in Section 5 below, shall be forfeited immediately.

The Shares subject to Units that vest shall be issued to you (or on your behalf) in accordance with the terms and provisions of your Deferral Election. For purposes of this Agreement, “Deferral Election” means, with reference to the Units granted to you under this Award, the election filed by you with the Company prior to the first day of the calendar year in which the Award Date occurs (or prior to the date you were first elected as a Director), and pursuant to which you elected to defer, in accordance with the applicable requirements of Code Section 409A, the issuance of the Shares relating to such Units to a specified date and/or event after the date such Units vest pursuant to Section 2 above.

Upon the vesting of Units pursuant to Section 2 above, you shall be entitled to receive a cash payment in lieu of dividends on the number of Shares those Units represent, if and to the extent that the Board has approved a dividend for all Company shareholders during the Restriction Period. Such dividend equivalent amount shall be a cash payment based upon the number of Units vesting hereunder multiplied by each per share dividend approved by the Board during the Restriction Period and shall be paid as soon as practicable after the Vesting Date. For the period from the Vesting Date of the Units to the date of issuance of the Shares those Units represent (the “Deferral Period”), you shall be entitled to receive a cash payment in lieu of dividends on the number of Shares those Units represent, if and to the extent that the Board has approved a dividend for all Company shareholders during the Deferral Period applicable to such Units. Such dividend equivalent amount shall be a cash payment based upon the number of Units vested hereunder multiplied by the per share dividend approved by the Board and shall be paid to you at the same time the dividend is paid to the shareholders. You will not be entitled to any cash payment in lieu of dividends relating to Units granted to you under this Award which are forfeited prior to vesting.

       

   

By: ________________________    

Name:

Title: