Lewis B. Campbell
Restricted Stock Awards
January 1, 2001
The Board of Directors approved (1) an award of 100,000 shares of restricted stock to Lewis B. Campbell (the
"Executive") under the 1999 Long-Term Incentive Plan and (2) a revision to the vesting schedule for the 200,000
shares of restricted stock granted to Lewis B. Campbell on June 1, 1999. The terms of the awards are as
- The Executive will be granted restricted shares of Textron common stock provided he is still employed by
Textron in accordance with the following schedule and EPS from continuing operations increases at an average
annual growth rate of 8% or more over the vesting period using 1998 EPS of $2.68 as the base amount.
- Textron shall retain the certificates representing the shares of restricted stock in its possession until such time as
all restrictions applicable to such shares have lapsed.
- Except as otherwise provided herein, the Executive shall not be entitled to receive the restricted shares if the
EPS performance objective for the respective shares is not achieved or if his employment with Textron ends for
any reason prior to the respective vesting date, provided that if the Executive's employment ends prior to such
date because of his death, "Disability" (Attachment A), his involuntary termination by Textron without
"Cause" (Attachment A) or by the Executive for "Good Reason" (Attachment
A), the shares shall immediately become fully vested. In the event of such termination, the shares shall be issued
within 30 days following termination of employment.
- Notwithstanding the above, all unvested shares shall immediately vest upon a "Change in Control" (Attachment
- Dividends shall be credited to the Executive and such dividends are to be accounted for as if reinvested in
actual Textron common stock. Such dividends will vest immediately but payment will be deferred until the earlier
of the restricted shares vest date or termination of employment.
- The number of restricte