CHANGE IN CONTROL SEVERANCE AGREEMENT
Agreement by and between Raytheon Company, a Delaware corporation (the "Company"), and Thomas M.
Culligan ("Executive") dated as of _______________, 2001.
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
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
(ii) conviction for a felony; or
(iii) willfully engaging in illegal conduct or gross misconduct which is materially and demonstrably injuriou