Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on
On
In addition, the Performance-Based Award is scheduled to vest, at the earliest,
50% after two years of service as CEO and 50% after three years as CEO. However,
in no event will either installment of the Performance-Based Award vest unless
and until all of performance goals set forth below are certified by the
Compensation Committee to have been substantially achieved. If the performance
goals are not substantially achieved by
1. Safe return to service of the 737 MAX, including worldwide regulatory clearance, return to commercial service of grounded 737 MAX aircraft, and delivery of 737 MAX aircraft manufactured during the grounding; 2. Strengthen engineering in accordance with the recommendations of the Board'sCommittee on Airplane Policies and Processes ; 3. Successful 777X entry into service and ramp-up of production and deliveries; 4. Successful Starliner crewed flight; 5. Achievement of key T-7A, MQ-25, and VC-25B milestones and KC-46 production stabilization; 6. Successful execution of the Board's long-range business plan objectives forBoeing Global Services established in 2020; and 7. Achievement of closing and post-closing milestones for Embraer joint ventures, assuming regulatory approval.
The Awards are also subject to the Company's enhanced clawback policy that applies to instances of misconduct that compromise the safety of the Company's products or services.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.2 Bylaws ofThe Boeing Company , as amended and restated effectiveFebruary 24, 2020 10.1 Notice of Terms of Supplemental Restricted Stock Units, datedFebruary 24, 2020 10.2 Notice of Terms of Supplemental Performance-Based Restricted Stock Units, datedFebruary 24, 2020 99.1 Press Release datedFebruary 24, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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