eightk.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): January 25, 2008
TEXTRON
INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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I-5480
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05-0315468
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(State
of
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(Commission
File Number)
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(IRS
Employer
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Incorporation)
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Identification
Number)
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40
Westminster Street, Providence, Rhode Island 02903
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (401) 421-2800
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain Officers
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On
January 25, 2008, Textron’s Board of Directors approved the overall design of
the Company’s annual and long-term incentive compensation program, including
terms and conditions of the annual cash incentive arrangement under the Textron
Inc. Short-Term Incentive Plan (As amended and restated effective July 25,
2007)
(the “Incentive Plan”) and the grant types and the terms and conditions of stock
options, restricted stock units and performance share units to be granted under
the Textron Inc. 2007 Long-Term Incentive Plan (amended and restated as of
May
1, 2007) (the “2007 Plan”). These arrangements operate on
substantially the same terms as those that were maintained by Textron under
the
predecessors to the Incentive Plan and the 2007 Plan.
Following
such approval, the Organization and Compensation Committee of the Board of
Directors approved the overall design of the Company’s annual and long-term
incentive compensation program with respect to Textron’s executive officers,
approved grant levels under these arrangements with respect to such executive
officers and established related performance goals for such executive officers
for 2008 and for the 2008-2010 performance share unit cycle.
Incentive
payments to executive officers for 2008 under the Incentive Plan will be based
on the following:
·
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Achieving
earnings per share
target: 45%
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·
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Achieving
enterprise return on invested capital
target: 45%
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·
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Achieving
workforce diversity
target: 5%
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·
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Achieving
specified leadership
behaviors: 5%
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Target
payouts for the named executive officers range from 65% to 100% of the
executive’s base salary, and the maximum payout on these components regardless
of how much the targets are exceeded will be 200%.
With
respect to awards under the 2007 Plan to executive officers, restricted stock
units awarded in 2008 will receive cash dividend equivalent payments on a
quarterly basis beginning in April 2008 at the same rate paid to Textron
shareholders.
In
addition, performance share units granted for the 2008-2010 cycle will be based
50% on achievement of earnings per share targets and 50% on enterprise return
on
invested capital minus weighted average cost of capital
targets. The maximum payout on performance share units will be
150%.
Item
9.01
Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed
herewith:
Exhibit
Number
Description
99.1
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Objectives
for Executive Officers under Textron Inc. Short-Term Incentive
Plan
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99.2
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Performance
Factors for Executive Officers for Performance Share Units under
Textron
Inc. 2007 Long-Term Incentive Plan
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99.3
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Form
of Non-Qualified Stock Option Agreement. Incorporated by
reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30,
2007.
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99.4
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Form
of Incentive Stock Option Agreement. Incorporated by reference
to Exhibit 10.3 to Textron’s Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2007.
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99.5
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Form
of Restricted Stock Unit Grant
Agreement.
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SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly authorized.
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TEXTRON
INC.
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(Registrant)
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Date: January
28, 2008
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By:
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/s/Arnold
Friedman
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Arnold
Friedman
Vice
President and Deputy General Counsel
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