Director Compensation

COMPENSATION

Cash Retainer

Non-employee directors receive an annual cash retainer of $125,000 which is paid in quarterly installments at the end of each full calendar quarter. Payments are prorated for partial calendar quarters served.

Committee chairpersons are paid an additional annual retainer, as follows: Audit, $15,000; Nominating and Corporate Governance, $15,000; and Organization and Compensation, $20,000. The Lead Director is paid an additional $35,000 annual retainer. Audit Committee members (including the Audit Committee chairperson) are paid an additional $15,000 annual retainer.  The additional retainers are paid in cash in quarterly installments at the end of each full quarter, and payments are prorated for partial calendar quarters served.

Equity Program

As of the date of the Annual Meeting of Shareholders, for each year beginning on or after January 1, 2020, each non-employee director elected as such meeting shall be granted Restricted Stock Units (“RSUs”) valued at $145,000. The RSUs will be issued under, and subject to the terms of, the Textron Inc. 2015 Long-Term Incentive Plan Equity Program for Non-Employee Directors, The RSUs will vest one year from the date of grant unless the director elects to defer settlement of the RSUs until his or her separation from Board service. Upon vesting, the RSUs will be settled in shares of Common Stock.

Meeting Fees

There are no fees payable for attendance at any Board or committee meetings.

One-Time Restricted

Stock Grant

A grant of 2,000 restricted shares of Common Stock under the Textron Inc. 2015 Long-
Term Incentive Plan is made to non-employee Directors upon joining the Board.

DEFERRED INCOME PLAN

Any percentage of the cash portion of the annual Board retainer ($125,000) or any percentage of the additional retainers may be deferred into either the stock unit account or an interest-bearing account under the Deferred Income Plan for Non-Employee Directors.

OTHER

Expenses

Reasonable travel, lodging and incidental expenses in connection with meetings are reimbursed.

Matching
Gift Program

The Textron Charitable Trust will match Director contributions from a minimum gift of $25 to an aggregate maximum of $7,500 annually to any mix of cultural, educational, environmental or hospital institutions on a $1 for $1 basis.

Directors’ Charitable

 [Closed to New Participants as of January 1, 2004]

Award Program