Change In Control Severance Agreement
Agreement by and between Raytheon Company, a Delaware corporation (the “Company”), and (“Executive”)
dated as of , 200 .
The Board of Directors of Company believes it is in the best interests of the Company and its stockholders to have the
continued dedication of Executive notwithstanding the possibility, threat or occurrence of a Change in Control (as defined in
Section 1.5); to diminish the inevitable distraction of Executive due to personal uncertainties and risks created by a threatened
or pending Change in Control; and to provide Executive with compensation and benefits arrangements upon a Change in
Control which are competitive with those offered by other corporations.
Therefore, the Board of Directors has caused the Company to enter into this Agreement, and the Company and Executive
agree as follows:
For purposes of this Agreement, the following terms have the following meanings.
1.1 “ Affiliated Company ” means an affiliated company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
1.2 “ Base Salary ” means Executive’s annual base salary paid or payable (including any base salary which has been earned but
deferred) to Executive by the Company or an affiliated company immediately preceding the date of a Change in Control.
1.3 “ Board ” means the Board of Directors of the Company.
1.4 “ Cause ” means Executive’s:
(i) willful and continued failure to perform substantially Executive’s duties with the Company or one of its affiliates as
such duties are constituted as of a Change in Control after the Company delivers to Executive written demand for
substantial performance specifically identifying the manner in which Executive has not substantially performed
For purposes of this Section 1.4, no act or omission by Executive sha