Textron Spillover Pension Plan, Amended and Restated Effective January 1, 2009
This agreement outlines the Textron Spillover Pension Plan, which provides supplemental pension benefits to designated executives of Textron and its affiliates. The plan covers benefits that exceed IRS limits for qualified pension plans and includes provisions for executives who participated in prior Textron executive benefit plans. It details eligibility, benefit calculations, vesting, distribution rules, and administrative procedures. The plan is unfunded and nonqualified, subject to ERISA and Section 409A of the Internal Revenue Code, and is effective as of January 1, 2009.

Effective January 1, 2009
Amended and Restated January 1, 2009
Introduction | 1 | |||
Article I Definitions | 2 | |||
1.01 Beneficiary | 2 | |||
1.02 Benefits Committee | 2 | |||
1.03 Board | 2 | |||
1.04 Change in Control | 2 | |||
1.05 Compensation | 3 | |||
1.06 Compensation Base | 4 | |||
1.07 ERISA | 4 | |||
1.08 Executive Plan | 4 | |||
1.09 Grandfathered Formula | 4 | |||
1.10 Grandfathered Participant | 4 | |||
1.11 IRC | 5 | |||
1.12 Key Executive Plan | 5 | |||
1.13 Participant | 5 | |||
1.14 Pension Plan | 5 | |||
1.15 Plan | 5 | |||
1.16 Plan Administrator | 5 | |||
1.17 Retirement Age | 5 | |||
1.18 Separation From Service | 5 | |||
1.20 Statutory Limit | 5 | |||
1.21 Textron | 5 | |||
1.22 Textron Company | 5 | |||
1.23 Textron Retirement Program | 6 | |||
1.24 Total Disability | 6 | |||
Article II Participation | 6 | |||
2.01 Eligibility and Participation | 6 | |||
2.02 Period of Participation | 6 | |||
Article III Spillover Pension Benefit Amounts | 6 | |||
3.01 Retirement Benefits | 6 | |||
3.02 Grandfathered Participants | 7 | |||
3.03 Calculation of Benefits | 7 | |||
3.04 Other Forms of Benefit | 8 | |||
3.05 Benefit Upon Transfer of Liability | 9 |
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Article IV Vesting | 9 | |||
4.01 Vesting Schedule | 9 | |||
4.02 Change in Control | 9 | |||
Article V Distribution of Benefits | 9 | |||
5.01 Automatic Distributions | 9 | |||
5.02 Spousal Consent | 9 | |||
5.03 Time and Form of Distribution | 10 | |||
5.04 Lump-sum Distribution | 11 | |||
5.05 Six-Month Delay for Specified Employees | 11 | |||
5.06 Automatic Cash-Out | 12 | |||
5.07 Disability Benefits | 12 | |||
5.08 Payment of Death Benefits | 12 | |||
5.09 Administrative Delay in Payment | 13 | |||
5.10 Distribution Upon Change in Control | 13 | |||
5.11 Change in Payment Election | 14 | |||
5.12 Rehired Participants | 15 | |||
Article VI Unfunded Plan | 16 | |||
6.01 No Plan Assets | 16 | |||
6.02 Top-Hat Plan Status | 16 | |||
Article VII Plan Administration | 16 | |||
7.01 Plan Administrators Powers | 16 | |||
7.02 Tax Withholding | 17 | |||
7.03 Use of Third Parties to Assist with Plan Administration | 17 | |||
7.04 Proof of Right to Receive Benefits | 17 | |||
7.05 Claims Procedure | 17 | |||
7.06 Enforcement Following a Change in Control | 18 | |||
Article VIII Amendment and Termination | 19 | |||
8.01 Amendment | 19 | |||
8.02 Termination | 19 | |||
8.03 Distributions Upon Plan Termination | 20 | |||
Article IX Miscellaneous | 20 | |||
9.01 Use of Masculine or Feminine Pronouns | 20 | |||
9.02 Transferability of Plan Benefits | 20 | |||
9.03 Section 409A Compliance | 21 | |||
9.04 Controlling State Law | 21 | |||
9.05 No Right to Employment | 21 | |||
9.06 Additional Conditions Imposed | 21 |
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Effective January 1, 2009
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1.01 | Beneficiary means the person designated under the Plan (including any person who is automatically designated by the terms of the Plan) to receive any death benefit or pre-pension survivor annuity, or survivor annuity payable with respect to a Participant. A Participants trust or estate may also be the Participants Beneficiary for a death benefit other than a life annuity. | |
1.02 | Benefits Committee means the Employee Benefits Committee of Textron. | |
1.03 | Board means the Board of Directors of Textron. | |
1.04 | Change in Control means, for any Participant who was not an employee of a Textron Company on December 31, 2007: |
(a) | any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Act) and of IRC Section 409A) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially similar proportions as their ownership of Textron common stock |
(1) | becomes (other than by acquisition from Textron or a related company) the beneficial owner (as defined in Rule 13d-3 under the Act) of stock of Textron that, together with other stock held by such person or group, possesses more than 50% of the combined voting power of Textrons then-outstanding voting stock, or | ||
(2) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) beneficial ownership of stock of Textron possessing more than 30% of the combined voting power of Textrons then-outstanding stock, or | ||
(3) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) all or substantially all of the total gross fair market value of all of the assets of Textron immediately prior to such acquisition or acquisitions (where gross fair market value is determined without regard to any associated liabilities); or |
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(b) | a merger or consolidation of Textron with any other corporation occurs, other than a merger or consolidation that would result in the voting securities of Textron outstanding immediately before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or | ||
(c) | during any 12-month period, a majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of their appointment or election. |
1.05 | Compensation means a Participants annual compensation determined as follows: |
(a) | For years after 2006, Compensation means eligible annual compensation as defined under the corresponding benefit formula in the Participants Pension Plan, without regard to the Statutory Limits, subject to the modifications described in this Section 1.05(a). For any executive who was first awarded performance share units before October 27, 1999, Compensation shall include payments made under performance share units (regardless of when the units are awarded); but Compensation shall not include amounts attributable to performance share units for any executive who was first awarded performance share units after October 26, 1999. Compensation shall include a Participants elective deferrals under the Deferred Income Plan for Textron Key Executives, the Textron Deferred |
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(b) | For any individual who participated in the Key Executive Plan before 2007, Compensation for each year before 2007 shall be determined under Section 1.03 of Appendix A. | ||
(c) | For any individual who participated in the Executive Plan (but not in the Key Executive Plan) before 2007, Compensation for each year before 2007 shall be determined under Section 1.03 of Appendix B. | ||
(d) | If a year before 2007 is included in the Participants Compensation Base under the Plan, and the Participant did not participate in the Key Executive Plan or the Executive Plan before 2007, Compensation for that year shall be determined as provided in Section 1.05(a), above. |
1.06 | Compensation Base means a Participants final average compensation, determined as provided in the Pension Plan, but substituting Compensation as defined in Section 1.05 of the Plan for the Participants annual compensation under the Pension Plan. | |
1.07 | ERISA means the Employee Retirement Income Security Act of 1974, as amended. | |
1.08 | Executive Plan means the Textron Supplemental Benefits Plan for Executives, as in effect before January 1, 2007. The defined benefit provisions of the Executive Plan are included in this Plan as Appendix B. | |
1.09 | Grandfathered Formula means the benefit formula, early retirement eligibility provisions, and early retirement factors in effect under a Participants Pension Plan on December 31, 2006, as used to determine benefits earned after 2006. | |
1.10 | Grandfathered Participant means any employee who participated in either the Key Executive Plan or the Executive Plan as of December 31, 2006; who continued to participate in the Plan after 2006; and who did not satisfy the requirements (described in Section 3.02) to receive a grandfathered benefit under the Textron Retirement Program. |
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1.11 | IRC means the Internal Revenue Code of 1986, as amended. References to any section of the Internal Revenue Code shall include any final regulations interpreting that section. | |
1.12 | Key Executive Plan means the Supplemental Benefits Plan for Textron Key Executives, as in effect before January 1, 2007. The defined benefit provisions of the Key Executive Plan are included in this Plan as Appendix A. | |
1.13 | Participant means an employee of Textron who is eligible to participate in the Plan pursuant to Section 2.01 and whose participation has not been terminated as provided in Section 2.02. | |
1.14 | Pension Plan means a tax-qualified defined benefit plan that is part of the Textron Retirement Program, including (but not limited to) the Bell Helicopter Textron Retirement Plan (part of the Bell Helicopter Textron Master Retirement Plan), the Textron Pension Plan for Cessna Employees (Addendum F to the Textron Master Retirement Plan), and the Textron Pension Plan (Addendum A to the Textron Master Retirement Plan). | |
1.15 | Plan means this Textron Spillover Pension Plan, as amended and restated from time to time. | |
1.16 | Plan Administrator means Textron or its designees, as described in Section 7.01. | |
1.17 | Retirement Age means the age specified by the Participant for the commencement of benefits under this Plan, which may be age 55, 62, or 65. | |
1.18 | Separation From Service means a Participants termination of employment with all Textron Companies, other than by reason of death or Total Disability, that qualifies as a separation from service for purposes of IRC Section 409A. | |
1.19 | Statutory Limit means any limit on benefits under tax-qualified defined benefit plans imposed by IRC Section 401(a)(17) or Section 415. | |
1.20 | Textron means Textron Inc., a Delaware corporation, and any successor to Textron Inc. | |
1.21 | Textron Company means Textron or any company controlled by or under common control with Textron within the meaning of IRC Section 414(b) or (c). |
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1.22 | Textron Retirement Program means a floor-offset retirement arrangement consisting of a floor benefit provided under a Pension Plan and an offset benefit provided under the Textron Inc. Retirement Account Plan. | |
1.23 | Total Disability means physical or mental incapacity of a Participant who is employed by a Textron Company on the disability date, if the incapacity (a) enables the Participant to receive disability benefits under the Federal Social Security Act, and (b) also qualifies as a disability for purposes of IRC Section 409A(a)(2)(C). |
2.01 | Eligibility and Participation. An individual who is a participant in a Pension Plan shall become a Participant in the Plan upon either: (a) (1) being designated by Textrons Chief Executive Officer and Chief Human Resources Officer as an eligible executive and (2) having compensation, as defined in the Pension Plan, that exceeds the limit of IRC Section 401(a)(17), or (b) participating in the Deferred Income Plan for Textron Executives. | |
2.02 | Period of Participation. Except as provided in the following sentence, once an individual becomes a Participant under Section 2.01 above, the individual shall remain a Participant (even if his or her compensation, as defined in the Pension Plan, subsequently falls below the IRC Section 401(a)(17) limit) until the individuals benefit under the Plan is fully distributed, or until the individuals participation in the Plan is terminated by the Board (or by the Chief Executive Officer and the Chief Human Resources Officer) effective as of the following January 1. If an employee or former employee is not identified in Textrons records as a Participant as of December 31, 2008, the individual shall not be a Participant, and shall not be entitled to receive any benefit under the Plan, unless the individual becomes a Participant after 2008 pursuant to Section 2.01. |
3.01 | Retirement Benefits. The benefit payable under the Plan to a Participant who is not a Grandfathered Participant shall be (a) the benefit that would have been payable under the Pension Plan if the Statutory Limits were ignored and Compensation Base were determined as provided under Section 1.06, minus (b) the benefit that actually would be payable under the Pension Plan at the same time and in the same form. In addition to the benefit described in the preceding sentence, a Participant who is designated pursuant to Appendix C shall be eligible to receive a wrap-around pension benefit determined as provided in Appendix C, subject to the vesting requirements and other terms and conditions specified in Appendix C. |
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3.02 | Grandfathered Participants. Under the Textron Retirement Program, a new Pension Plan formula became effective on January 1, 2007. Any Participant who, as of January 1, 2007, was vested, and whose age and years of service combined were at least 55, was grandfathered in his or her prior Pension Plan formula, early retirement eligibility provisions, and early retirement factors. For service after 2006, a Participant who was grandfathered under the Textron Retirement Program will receive the greater of the benefit determined under the new Pension Plan formula and the benefit determined as if the Grandfathered Formula had remained in effect after 2006. Textron wishes to provide a comparable benefit under this Plan for certain Participants who participated in the Key Executive Plan or the Executive Plan on December 31, 2006, but who did not satisfy the requirements to be grandfathered under the Textron Retirement Program. Accordingly, the benefit payable under the Plan to any Participant who is a Grandfathered Participant as defined in Section 1.10 shall be (a) the greater of (i) the benefit determined under the Pension Plan formula applicable to the Participant and (ii) the benefit that would have accrued under the Pension Plan if the Grandfathered Formula had remained in effect after 2006, determined in each case without regard to the Statutory Limits and using Compensation Base as defined in Section 1.06, minus (b) the benefit that actually would be payable under the Pension Plan (without using the Grandfathered Formula) at the same time and in the same form. |
3.03 | Calculation of Benefits. In determining benefits for any purpose under the Plan, and in determining benefits under the Pension Plan for purposes of calculating benefits under the Plan, the following rules shall apply: |
(a) | All benefits shall be determined without taking into account any offset for the value of the Participants account under the Textron Inc. Retirement Account Plan. | ||
(b) | If a benefit under the Plan commences before or after the Participants normal retirement age under the Pension Plan, the benefit under the Plan and under the Pension Plan shall be actuarially adjusted for early or late commencement as provided in the Pension Plan. | ||
(c) | When a benefit under the Plan is reduced by the corresponding benefit under the Pension Plan, the reduction shall be determined as if the Pension Plan benefit were commencing at the same time and were payable in the same form as the benefit under the Plan, regardless of whether the Participant has elected a different time or form of payment for the Pension Plan benefit. | ||
(d) | If it is necessary to determine the present value of a Participants benefit for purposes of Section 5.06 (concerning automatic cash-out of small |
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(e) | A Participants benefit determined under Section 3.01 or Section 3.02 shall be increased as provided in Section 5.04(c) if the Participants lump-sum ratio determined under that section exceeds 100%. If the Participants benefit is paid in a form other than a lump sum, the actuarial assumptions specified in subparagraph (d), above, shall be used to convert the enhanced value of the Participants benefit to an annuity at age 65; the assumptions specified subparagraph (b) and (c), above, and in Section 3.04, below, shall be used to convert the additional age-65 annuity to the actual form of payment. If the Participant dies before the Participants Separation From Service, the lump-sum ratio shall be determined at the time of the Participants death; if the lump-sum ratio is greater than 100%, the enhanced value of the Participants benefit shall be used to calculate any pre-pension survivor annuity or death benefit payable to the Participants Beneficiary. | ||
(f) | Benefits earned before 2007 under the defined benefit portions of the Key Executive Plan or the Executive Plan shall be calculated solely as provided in Appendix A or Appendix B, whichever is applicable. |
3.04 | Other Forms of Benefit. Termination benefits, pre-retirement or post-retirement death benefits (including any death benefit and any surviving spouse benefit provided by a Textron Company at its sole cost through a Pension Plan), pre-pension survivor annuity benefits, post-pension survivor annuity benefits, disability benefits, and other optional forms of payment or ancillary benefits shall be based on the Participants benefit under the Plan, determined as provided in Section 3.01 or 3.02 and Section 3.03, and shall include any actuarial reduction, |
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3.05 | Benefit Upon Transfer of Liability. In the event Textron transfers liability for a Participants benefit under a Pension Plan to another qualified plan, the Plan benefits under this Article III shall be determined as of the date of such transfer, unless otherwise determined by Textron in its sole discretion. |
4.01 | Vesting Schedule. Participants shall vest in the Plan in the same manner as is provided for under the Pension Plan. | |
4.02 | Change in Control. In the event of a Change in Control, if a Participant is employed by a Textron Company on the date of the Change in Control, all benefits accrued by the Participant as of the date of the Change in Control shall become fully vested. |
5.01 | Automatic Distributions. Unless a Participant elected a different time and form of payment before 2008 under Section 5.11(d), below, the Participants benefit shall commence as of the later of age 55 or the first day of the seventh month following Separation From Service, and shall be paid in the form of a single life annuity if the Participant is single when the distribution commences, or in the form of an actuarially equivalent joint and 50% surviving spouse annuity if the Participant is married when the distribution commences. The benefits of a Participant whose benefits vest after his Separation From Service shall commence on the later of the (1) the date that would have applied if his benefits had been vested at his Separation From Service, or (2) the first day of the month following the date on which his benefits vest. A Participant may change the automatic time or form of distribution to another time or form of distribution that is available under this Article V, subject to the spousal consent requirement in Section 5.02, below, and the rules governing changes in distribution elections in Section 5.11, below. A Participant shall be deemed to have elected the automatic time and form of distribution unless the Participant changes his payment election as provided in Article V. |
5.02 | Spousal Consent. If a Participant is married when he or she makes a distribution election (including a change in a prior distribution election), the Participant must have the written consent of his or her spouse in order to elect any form of payment other than a joint and 50% surviving spouse annuity. If a Participant elects to receive a distribution in the form of an annuity, and the Participant marries or re-marries after the date of the distribution election, the Participant |
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5.03 | Time and Form of Distribution. Subject to Section 5.01, a Participant may elect a time and form of distribution specified below for the portion of the Participants benefit under the Plan that is earned or vested after 2004 (including any portion of the Participants benefit that was earned or vested after 2004 under Appendix A or Appendix B). Any portion of the Participants benefit that was earned and vested before 2005 shall be calculated and paid solely as provided in Appendix A or Appendix B, whichever is applicable, and shall not be subject to this Article V. |
(a) | A lump-sum distribution of the portion of the benefit determined under Section 5.04, payable on the first day of the seventh month following the Participants Separation From Service, with the remainder of the benefit (if any) payable as an annuity under subsection (c), below. | ||
(b) | A lump-sum distribution of the portion of the benefit determined under Section 5.04, payable on the later of (1) the first day of the seventh month following the Participants Separation From Service or (2) attainment of Retirement Age, with the remainder of the benefit (if any) payable as an annuity under subsection (c), below. | ||
(c) | A joint and 50% survivor annuity, a joint and 75% survivor annuity, a joint and 100% survivor annuity, a single life annuity, or any other actuarially-equivalent single life annuity or joint and survivor annuity that the Participant is eligible to elect under the Participants Pension Plan, commencing on the later of (1) the first day of the seventh month following the Participants Separation From Service or (2) attainment of Retirement Age. |
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5.04 | Lump-sum Distribution. A Participant may elect to receive a lump-sum distribution with respect to a portion of his benefit determined as follows: |
(a) | If the Participant is not a Grandfathered Participant, the Plan Administrator shall determine the ratio, as of the Participants Separation From Service, of (i) the value of the Participants account under the Retirement Account Plan to (ii) the present value of the benefit the Participant earned under the Pension Plan after 2006 (without taking into account any offset for the value of the Participants account under the Retirement Account Plan). | ||
(b) | If the Participant is a Grandfathered Participant, the Plan Administrator shall determine the ratio in subsection (a), above, as if the Participant had satisfied the requirements to be grandfathered under the Textron Retirement Program, and had earned a benefit under the Pension Plan after 2006 equal to the greater of the Participants actual post-2006 Pension Plan benefit and the benefit determined as if the Grandfathered Formula had remained in effect after 2006. This paragraph shall apply solely for purposes of determining a Grandfathered Participants lump-sum ratio, and not for purposes of determining the amount of the Grandfathered Participants benefit under the Plan (except to the extent that the lump-sum ratio results in an enhancement of the Participants benefit under subsection (c)). | ||
(c) | The Plan Administrator shall apply the lump-sum ratio determined under subsection (a) or (b), whichever is applicable, to the present value (determined as of the date of the distribution) of the portion of the Participants benefit under the Plan that accrued after 2006. The percentage of the present value determined by the lump-sum ratio shall be payable in a lump sum, and (except as provided in the following sentence) the remaining portion of Participants benefit payable under this Article V shall be paid as an annuity. If the ratio determined under subsection (a) or (b) is greater than 100%, the present value of the Participants benefit under the Plan that accrued after 2006 shall be increased by a corresponding amount, and the Participants entire benefit under the Plan that was earned or vested after 2004 (including the enhancement) shall be payable in a lump sum; but no portion of the Participants benefit under the Plan that accrued before 2007 shall be enhanced by the lump-sum ratio. |
5.05 | Six-Month Delay. If a Participants benefit is paid as a result of the Participants Separation From Service, the benefit shall not commence or be paid under this Article V earlier than six months after the date of the Participants Separation From Service. A benefit paid as a result of the Participants Separation From |
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5.06 | Automatic Cash-Out. If the present value of the benefit earned or vested after 2004 (or the present value of the Beneficiarys pre-pension survivor annuity earned or vested after 2004, in the case of the Participants death) is $150,000 or less at the earliest of the Participants Separation From Service, Total Disability, or death, then the Participants entire benefit earned or vested after 2004 (or the Beneficiarys entire benefit earned or vested after 2004, in the case of the Participants death) shall be distributed in a single lump-sum payment (1) on the first day of the seventh month after the Participants Separation From Service, (2) on the first day of the month that is at least 30 days after the Participants Total Disability, or (3) on the first business day of the first month that begins at least 90 days after the Participants death (subject, however, to the following sentence). If a Participants Separation From Service or death occurs before 2008, and the Participants benefit has not commenced as provided in Section 5.11(c), the lump-sum payment described in the preceding sentence shall be made on the first business day of January in 2008; provided that no such lump-sum payment paid as a result of a Separation From Service will be made earlier than the first day of the seventh month after the Participants Separation From Service. A distribution under this Section 5.06 shall be made without regard to any payment election the Participant has made (or is deemed to have made) under Section 5.01 or Section 5.11. | |
5.07 | Disability Benefits. Except as provided in Section 5.06 (automatic cash-out of small benefits), if a Participant suffers a Total Disability, the Participants benefit under the Plan shall commence or be paid, in the form the Participant elected (or is deemed to have elected), on the first day of the month following the later of the Participants Total Disability or attainment of age 65. | |
5.08 | Payment of Death Benefits. |
(a) | If a Participant dies before his benefit under the Plan has commenced, and the Participant would be eligible for a pre-pension survivor annuity under the Pension Plan if he died before his benefit commencement date, the Participants Beneficiary shall receive an annuity for the life of the Beneficiary, commencing on the first business day of the month following the later of (i) 90 days after the Participants death or (ii) the date on which the Participant would have reached age 55 (subject to Section 5.06 concerning the automatic cash-out of small benefits). The Participants |
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(b) | If a Participant dies before his benefit under the Plan has commenced, and the Participant would be eligible for a 60-month period certain death benefit under the Pension Plan if he died before his benefit commencement date, the Participants Beneficiary shall receive an amount equal to the present value of the corresponding monthly payments under the Plan, paid in a lump sum on the first business day of the first month that begins at least 90 days after the Participants death. | ||
(c) | If a Participant dies less than 60 months after his benefit under the Plan has commenced, and the Participant would be eligible for a 60-month period certain death benefit under the Pension Plan if he died after his benefit commencement date, the Participants Beneficiary shall receive an amount equal to the present value of the corresponding monthly payments under the Plan for a number of months equal to 60 minus the number of monthly payments made to the Participant before his death, paid in a lump sum on the first business day of the first month that begins at least 90 days after the Participants death. | ||
(d) | The amount of any pre-pension survivor annuity or death benefit shall be determined as provided in Section 3.04. Any post-retirement death benefit under Section 5.08(c) shall be based solely on the portion of the Participants benefit that is payable as an annuity, and shall not include the value of any benefit the Participant has received as a lump sum. |
5.09 | Administrative Adjustments in Payment Date. A payment is treated as being made on the date when it is due under the Plan if the payment is made on the due date specified by the Plan, or on a later date that is either (a) in the same calendar year (for a payment whose specified due date is on or before September 30), or (b) by the 15th day of the third calendar month following the date specified by the Plan (for a payment whose specified due date is on or after October 1). A payment also is treated as being made on the date when it is due under the Plan if the payment is made not more than 30 days before the due date specified by the Plan, provided that the payment is not made earlier than six months after the Participants Separation From Service. A Participant may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this Section 5.09. | |
5.10 | Distribution Upon Change in Control. Subject to the following sentence, if a Change in Control also qualifies as a change in control under IRC Section 409A, the present value of all benefits earned or vested after 2004 shall be paid in a lump sum in cash on the first business day of the month following the Change |
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5.11 | Change in Payment Election. Any election of a time or form of payment under Article V, or any change in a prior election, is subject to the approval of the Plan Administrator. If a Participant changes the time or form of payment previously elected, the new election must apply to the Participants entire benefit under the Plan that is earned or vested after 2004, and must comply with the following rules: |
(a) | Election Between Life Annuities. If another actuarially-equivalent life annuity (within the meaning of IRC Section 409A) is available to a Participant under Section 5.03(c), a Participant, at any time before the first annuity payment is made, may change his election from one life annuity to another actuarially-equivalent life annuity commencing at the same time. | ||
(b) | Modification of Election. If a Participant wishes to change the form of payment for his benefit or to elect a different Retirement Age, and the new election does not satisfy the requirements of subsection (a) (concerning elections between life annuities) or the transition rules in subsection (d) (concerning elections before December 31, 2007), the Participants new payment election must satisfy the requirements of this subsection (b). A Participant may change his election under this subsection (b) only if the new election: |
(1) | is made at least twelve months before the date when payment of the benefit would otherwise commence; | ||
(2) | defers the date on which payment will commence by at least five years from the commencement date applicable to his previous election; | ||
(3) | does not cause payments triggered by attainment of Retirement Age to commence at an age other than other than 55, 60, 62, 65, 67, or 70; and | ||
(4) | does not cause payments triggered by Separation From Service to commence more than 5 years and seven months after Separation From Service. |
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(c) | Distributions Before 2008. If a Participants Pension Plan benefit commences before 2008, the Participants benefit under the Plan that was earned or vested after 2004 shall be paid at the same time and in the same form as the Participants Pension Plan benefit, as provided under the Key Executive Plan and the Executive Plan as in effect on October 3, 2004. | ||
(d) | One-Time Election During 2007. If a Participants Pension Plan benefit does not commence before 2008, the Participant may make a special election during 2007 to receive the benefit that is earned or vested after 2004 under one of the distribution options in Section 5.03. The Participant may not make a new election under this subsection if the election would accelerate payment of the Participants benefit into the year of the new election. If the Participants Pension Plan benefit commences after the date of the new election, but before 2008, the new election shall be ineffective and the Participants benefit shall be paid as provided in subsection (c), above. An election under this subsection shall be made in the manner prescribed by the Plan Administrator, and the Plan Administrator may impose conditions in addition to those described in this subsection (d) (such as a requirement that a Participant who participates in more than one nonqualified defined benefit plan elect the same annuity form of payment under all plans); but the election shall not be required to comply with the requirements of subsection (b), above (concerning changes in payment elections) or Section 5.02 (concerning spousal consent). The Plan Administrator may also allow an employee who is not yet a Participant, but who might become a Participant in the future, to elect a distribution option under this subsection (d) for any benefit the employee might later earn under this Plan. An employee shall not have a right to receive any benefit under the Plan until he becomes a Participant, even if the employee has previously filed an election designating the time and form of payment for any benefit he might earn if he becomes eligible to participate in the Plan. |
5.12 | Rehired Participants. If a Participant has a Separation From Service and is later rehired by a Textron Company, the following rules shall apply: |
(a) | If the Participant had not earned a vested benefit under the Plan at the time of his first Separation From Service, but the Participant returns to service with a Textron Company and earns a vested benefit after his return to service, the Participants benefit under the Plan shall be paid as provided in the Plan upon his death, Total Disability, or subsequent Separation |
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Amended and Restated January 1, 2009 | Page 15 |
(b) | If the Participant had earned a vested benefit under the Plan at the time of his first Separation From Service, the vested benefit that the Participant had earned at the time of his first Separation From Service shall be paid at the same time and in the same form that would have applied if the Participant had not returned to service. Any additional vested benefit that the Participant earns after his return to service shall be paid as provided in the Plan upon his death, Total Disability, or subsequent Separation From Service, ignoring (for purposes of determining the time and form of payment of his additional vested benefit) his first Separation From Service. | ||
(c) | The break-in-service rules and other terms of the Pension Plan shall determine to what extent (if at all) any service or compensation the Participant had earned at the time of his first Separation From Service is forfeited or is taken into account in calculating the amount of the Participants benefit under the Plan after his return to service. |
6.01 | No Plan Assets. Benefits provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds of the policies shall at all times remain the sole property of Textron and neither the Participants whose lives are insured not their Beneficiaries shall have any ownership rights in such policies of insurance. |
6.02 | Top-Hat Plan Status. The Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA). |
7.01 | Plan Administrators Powers. Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 7.05, any actions by Textron shall be final, conclusive and binding on each Participant and all persons claiming by, through |
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Amended and Restated January 1, 2009 | Page 16 |
7.02 | Tax Withholding. Textron may withhold from benefits paid under this Plan any taxes or other amounts required by law to be withheld. Textron may deduct from the undistributed portion of a Participants benefit any employment tax that Textron reasonably determines to be due with respect to the benefit under the Federal Insurance Contributions Act (FICA), and an amount sufficient to pay the income tax withholding related to such FICA tax. Alternatively, Textron may require the Participant or Beneficiary to remit to Textron or its designee an amount sufficient to satisfy any applicable federal, state, and local income and employment tax with respect to the Participants benefit. The Participant or Beneficiary shall remain responsible at all times for paying any federal, state, or local income or employment tax with respect to any benefit under this Plan. In no event shall Textron or any employee or agent of Textron be liable for any interest or penalty that a Participant or Beneficiary incurs by failing to make timely payments of tax. | |
7.03 | Use of Third Parties to Assist with Plan Administration. Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | |
7.04 | Proof of Right to Receive Benefits. Textron may require proof of death or Total Disability of any Participant, former Participant or Beneficiary and evidence of the right of any person to receive any Plan benefit. | |
7.05 | Claims Procedure. A Participant or Beneficiary who believes that he is being denied a benefit to which he is entitled under the Plan (referred to in this Section 7.05 as a Claimant) may file a written request with the Benefits Committee setting forth the claim. The Benefits Committee shall consider and resolve the claim as set forth below. |
(a) | Time for Response. Upon receipt of a claim, the Benefits Committee shall advise the Claimant that a response will be forthcoming within 90 days. The Benefits Committee may, however, extend the response period for up to an additional 90 days for reasonable cause, and shall notify the |
Textron Spillover Pension Plan | ||
Amended and Restated January 1, 2009 | Page 17 |
(b) | Denial. If the claim is denied in whole or part, the Benefits Committee shall provide the Claimant with a written decision, using language calculated to be understood by the Claimant, setting forth (1) the specific reason or reasons for such denial; (2) the specific reference to relevant provisions of this Plan on which such denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (4) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; (5) the time limits for requesting a review of the claim; and (6) the Claimants right to bring an action for benefits under Section 502(a) of ERISA. | ||
(c) | Request for Review. Within 60 days after the Claimants receipt of the written decision denying the claim in whole or in part, the Claimant may request in writing that the Benefits Committee review the determination. The Claimant or his duly authorized representative may, but need not, review the relevant documents and submit issues and comment in writing for consideration by the Benefits Committee. If the Claimant does not request a review of the initial determination within such 60-day period, the Claimant shall be barred from challenging the determination. | ||
(d) | Review of Initial Determination. Within 60 days after the Benefits Committee receives a request for review, it will review the initial determination. If special circumstances require that the 60-day time period be extended, the Benefits Committee will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review. | ||
(e) | Decision on Review. All decisions on review shall be final and binding with respect to all concerned parties. The decision on review shall set forth, in a manner calculated to be understood by the Claimant, (1) the specific reasons for the decision, shall including references to the relevant Plan provisions upon which the decision is based; (2) the Claimants right to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information, relevant to his benefits; and (3) the Claimants right to bring a civil action under Section 502(a) of ERISA. |
7.06 | Enforcement Following a Change in Control. If, after a Change in Control, any claim is made or any litigation is brought by a Participant or Beneficiary to enforce or interpret any provision contained in this Plan, Textron and the |
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Amended and Restated January 1, 2009 | Page 18 |
8.01 | Amendment. Subject to subsections (a) and (b), below, the Board or its designee shall have the right to amend, modify, or suspend this Plan at any time by written resolution or other formal action reflected in writing. Subject to subsections (a) and (b), below, the Management Committee of Textron or its designee also shall have the right to amend, modify, or suspend any provisions of this Plan, by written resolution or other formal action reflected in writing, with respect to any Participant who is not a member of the Management Committee and who has not been designated by Textrons Chief Executive Officer and Chief Human Resources Officer as a key executive. |
(a) | No amendment, modification, or suspension shall reduce a Participants accrued benefit as determined under Section 3.01 or Section 3.02 immediately before the effective date of the amendment, modification, or suspension. | ||
(b) | Following a Change in Control, no amendment, modification, or suspension shall be made that directly or indirectly reduces any right or benefit provided upon a Change in Control. |
8.02 | Termination. The Board or its designee shall have the right to terminate this Plan at any time before a Change in Control by written resolution. No termination of |
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Amended and Restated January 1, 2009 | Page 19 |
8.03 | Distributions Upon Plan Termination. Upon the termination of the Plan by the Board with respect to all Participants, and termination of all arrangements sponsored by any Textron Company that would be aggregated with the Plan under IRC Section 409A, Textron shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay the Participants or Beneficiarys vested benefit in a lump sum, to the extent permitted under IRC Section 409A. All payments that may be made pursuant to this Section 8.03 shall be made no earlier than the thirteenth month and no later than the twenty-fourth month after the termination of the Plan. Textron may not accelerate payments pursuant to this Section 8.03 if the termination of the Plan is proximate to a downturn in Textrons financial health. If Textron exercises its discretion to accelerate payments under this Section 8.03, it shall not adopt any new arrangement that would have been aggregated with the Plan under IRC Section 409A within three years following the date of the Plans termination. |
9.01 | Use of Masculine or Feminine Pronouns. Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | |
9.02 | Transferability of Plan Benefits. |
(a) | Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) of the Code if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, and (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant. | ||
(b) | Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of |
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Amended and Restated January 1, 2009 | Page 20 |
9.03 | Section 409A Compliance. The Plan is intended to comply with IRC Section 409A and should be interpreted accordingly. Any distribution election that would not comply with IRC Section 409A is not effective. To the extent that a provision of this Plan does not comply with IRC Section 409A, such provision shall be void and without effect. Textron does not warrant that the Plan will comply with IRC Section 409A with respect to any Participant or with respect to any payment, however. In no event shall any Textron Company; any director, officer, or employee of a Textron Company (other than the Participant); or any member of the Benefits Committee be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of the Plans failure to satisfy the requirements of IRC Section 409A, or as a result of the Plans failure to satisfy any other requirements of applicable tax laws. | |
9.04 | Controlling State Law. This Plan shall be construed in accordance with the laws of the State of Delaware. | |
9.05 | No Right to Employment. Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant of continued employment at any Textron Company. | |
9.06 | Additional Conditions Imposed. Textron, the Chief Executive Officer and the Chief Human Resources Officer, and the Benefits Committee may impose such other lawful terms and conditions on participation in this Plan as deemed desirable. The Chief Executive Officer, the Chief Human Resources Officer, and members of the Benefits Committee may participate in this Plan. |
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Amended and Restated January 1, 2009 | Page 21 |

effective January 1, 2009)
of the
Supplemental Benefits Plan for
Textron Key Executives
(As in effect before January 1, 2007)
Appendix A Key Executive Plan
Introduction | 1 | |||
Article IDefinitions | 2 | |||
Article IIParticipation | 4 | |||
Article IIISupplemental Pension Benefits | 4 | |||
Article IVUnfunded Plan | 4 | |||
Article VPlan Administration | 5 | |||
Article VIMiscellaneous | 6 |
Textron Spillover Pension Plan | Table of Contents (Appendix A) | |
Amended and Restated January 1, 2009 | Page i |
A. | Key Executive Plan | |
(As In Effect Before 2007) |
B. | Textron Spillover Pension Plan | |
(Effective January 1, 2007) |
C. | Key Executive Protected Benefits | |
(Earned and Vested Before 2005) |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 1 |
D. | Benefits Subject To Section 409A | |
(Earned or Vested From 2005 Through 2007) |
1.01 | Benefits Committee means the Employee Benefits Committee of Textron. | |
1.02 | Board means the Board of Directors of Textron. | |
1.03 | Compensation means a Key Executives annual compensation determined as follows: |
(a) | For years before 2006, except as provided in subsections (b) and (c), Compensation means base salary, accrued annual incentive compensation, performance units, and performance share units, whether or not deferred under the Deferred Income Plan for Textron Key Executives or the Textron Deferred Income Plan for Executives. For 2006, Compensation shall be determined as provided in the preceding sentence, modified |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 2 |
(b) | For any Key Executive who is first awarded performance share units after October 26, 1999, performance share units shall not be included in Compensation. | ||
(c) | For Key Executives who are members of the Textron Pension Plan for Cessna Employees (Addendum F to the Textron Master Retirement Plan), Compensation means Final Average Monthly Salary as defined in that plan. Final Average Monthly Salary shall include incentive compensation paid by Textron and shall exclude long-term incentive compensation and shall be calculated without regard to Statutory Limits or deferrals. | ||
(d) | Compensation does not include any award under the Textron Quality Management Plan or the Supplemental Bonus Plan for Textron Financial Corporation Executives. |
1.04 | Deferral Plans means the Textron Deferred Income Plan for Textron Key Executives and the Textron Deferred Income Plan for Executives, as amended and restated from time to time. | |
1.05 | ERISA means the Employee Retirement Income Security Act of 1974, as amended. | |
1.06 | Key Executive means an employee of a Textron Company who has been and continues to be designated as a Key Executive under the Plan by Textrons Chief Executive Officer and Chief Human Resources Officer. | |
1.07 | Participant means a Key Executive who is participating in this Plan pursuant to Article II and, unless the context clearly indicates to the contrary, a former Participant who is entitled to benefits under this Plan. | |
1.08 | Pension Plan means the Bell Helicopter Textron Retirement Plan, the Textron Pension Plan for Cessna Employees, the Textron Master Retirement Plan, or an Included Plan that is a defined benefit plan. | |
1.09 | Plan means this Supplemental Benefits Plan for Textron Key Executives, as amended and restated from time to time. | |
1.10 | Statutory Limit means any limit on benefits under, or annual additions to, qualified plans imposed by Section 401(a)(17) or 415 of the Internal Revenue Codes of 1954 or 1986, as amended from time to time. |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 3 |
1.11 | Textron means Textron Inc., a Delaware corporation, and any successor of Textron Inc. | |
1.12 | Textron Company means Textron or any company controlled by or under common control with Textron. |
2.01 | A Key Executive shall participate in this Plan if her benefits under a Pension Plan are limited by one or more Statutory Limits. In addition, a Key Executive shall participate in this Plan if her receipt of any compensation is deferred under the Deferral Plans. |
3.01 | Textron shall pay on account of each Participant who begins to receive payments under one or more of the Pension Plans the amount, if any, by which (1) the normal, early or vested retirement pension that would have been payable on the Participants account under the Pension Plans, using Compensation as defined in this Plan, exceeds (2) the normal, early or vested retirement pension calculated under the Pension Plans on the Participants account. | |
3.02 | Textron shall pay to the beneficiary designated by the Participant under each Pension Plan the amount, if any, by which (1) the death benefit that would have been payable under that Pension Plan on the Participants account using Compensation as defined in this Plan exceeds (2) the death benefit which is actually payable under that Pension Plan on the Participants account. For the purposes of this Section, the term death benefit shall include any period certain death benefit and any surviving spouse benefit provided by a Textron Company at its sole cost through a Pension Plan. | |
3.03 | In the event Textron transfers the liability of a Pension Plan on account of a Participant to another qualified plan, the supplemental pension or death benefits under Sections 3.01 and 3.02, respectively, shall be determined as of such transfer, unless otherwise decided by Textron in its sole discretion. |
4.01 | Benefits to be provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds therefrom shall at all times remain the sole property of Textron and |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 4 |
4.02 | This Plan is intended in part to provide benefits for a select group of management employees who are highly compensated, within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and in part to be an excess benefit plan, pursuant to Section 3(36) of ERISA. | |
4.03 | No Participant shall be required or permitted to make contributions to this Plan. |
5.01 | Textron shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation. Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 5.05, any action by Textron shall be final, conclusive, and binding on each Participant and all persons claiming by, through or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan, and shall make all such determinations and interpretations in a nondiscriminatory manner. | |
5.02 | (a) Except as provided in subsections (b) and (c), below, the payment of any benefit under Article III shall be made at the same time, in the same manner, to the same persons and in the same proportions, as is made the payment or distribution under the related Pension Plan, or otherwise as determined by the Benefits Committee in its sole discretion. Textron may withhold from benefits and accounts under this Plan, any taxes or other amounts required by law to be withheld. Except as provided in subsection (b), below, no benefit shall be paid to any Participant while employed by Textron. |
(b) | Each benefit then computed under Article III shall become due and payable to the respective Participants and beneficiaries immediately upon a Change in Control as defined in Section 6.03. For purposes of Section 5.02, the present value of a benefit computed under Article III shall be based on the appropriate actuarial assumptions and factors set forth in the related Pension Plan and, if no interest rate assumption has been set forth for any purpose, an interest rate of six percent per year. | |
(c) | Effective for payments commencing on or after January 1, 2008, the Benefits Committee has exercised its discretion pursuant to subsection (a) to determine that no distribution under the Plan shall commence or be paid earlier than six months after the date of the Participants separation from |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 5 |
5.03 | Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron shall be entitled to rely upon all certifications made by an accountant selected by Textron. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. | |
5.04 | Textron may require proof of death or total disability of any Participant, former Participant or beneficiary and evidence of the right of any person to receive any Plan benefit. | |
5.05 | Claims under this Plan shall be filed in writing with Textron, and shall be reviewed and resolved pursuant to the claims procedure in Section 7.05 of the Textron Spillover Pension Plan. |
6.01 | Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. | |
6.02 | (a) Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participants benefit under the Plan, provided that (1) the domestic relations order would be a qualified domestic relations order within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participants earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, and (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant. |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 6 |
6.03 | Notwithstanding any Plan provision to the contrary, the Board or its designee shall have the right to amend, modify, suspend or terminate this Plan at any time by written ratification of such action; provided, however, that no amendment, modification, suspension or termination: |
(1) | shall reduce an amount payable under Article III of this Plan immediately before the effective date of the amendment, modification, suspension or termination; or | ||
(2) | shall be made to Section 5.02 or 6.03 following a Change in Control. |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 7 |
6.04 | This Plan shall be construed in accordance with the laws of the State of Delaware. | |
6.05 | Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant to be continued in employment as a Key Executive or other employee of any Textron Company. | |
6.06 | Textron, the Chief Executive Officer and the Chief Human Resources Officer, and the Benefits Committee may impose such other lawful terms and conditions on participation in this Plan as deemed desirable. The Chief Executive Officer, the Chief Human Resources Officer and members of the Benefits Committee may participate in this Plan. |
Textron Spillover Pension Plan | Appendix A | |
Amended and Restated January 1, 2009 | Page 8 |