RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement, dated as of [ ] between Raytheon Company, a Delaware corporation
(the “Company”), and [ ] , an employee of the Company or one of its subsidiaries (the “Holder”).
1. The Company hereby awards to the Holder [ ] shares of common stock of the Company, par value $.01 per share
(the “Shares”), subject to the terms and conditions of the 2001 Stock Plan (the “Plan”) and the provisions of this Agreement,
including the vesting provisions set forth below:
2. The Shares shall be registered in the name of the Holder and retained in the custody of the Company until such time as
the Shares (or other evidence of ownership of the Shares) are delivered to the Holder or forfeited to the Company in accordance
with the terms hereof (the “Restriction Period”). During the Restriction Period, the Holder will be entitled to vote the Shares and
to receive dividends paid on the Shares.
3. If the Holder is continuously employed by the Company or one of its Affiliates from the date of award of the Shares
through the dates listed above, the Company shall, on or about such date(s), deliver to the Holder evidence of ownership in
book entry form of the number of Shares set forth opposite such date.
4. Restrictions on the Shares shall terminate as follows:
Number of Shares
(a) upon the Holder’s death;
(b) in accordance with the vesting schedule set forth above in the event of (i) a Medical Leave of Absence of at least
one year or (ii) total disability as evidenced by commencement and continuation for more than one year of benefits under the
Company’s Long Term Disability Plan (or but for the fact that the Holder is not a member, qualification for benefits under the
Long Term Disability Plan); or
(c) upon a Change in Corporate Control.
5. The awarding of the Shares shall not be deemed to create a contract of employm