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Registration No. 333-
As filed with the Securities and Exchange Commission on February 5, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RAYTHEON COMPANY
(Exact name of issuer as specified in its charter)
Delaware 95-1778500
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
141 Spring Street, Lexington, Massachusetts 02173
(Address of Principal Executive Offices) (Zip Code)
Raytheon Company 1976 Stock Option Plan
Raytheon Company 1991 Stock Plan
Raytheon Company 1995 Stock Option Plan
Raytheon Company 1997 Nonemployee Directors Restricted Stock Plan
Plan For Granting Options In Substitution For
Stock Options Granted by Texas Instruments Incorporated
Plan For Granting Roll-over Options In Substitution For
Stock Options Granted by Hughes Electronics Corporation
(Full titles of the plans)
Thomas D. Hyde, Vice President and General Counsel
Raytheon Company
141 Spring Street
Lexington, Massachusetts 02173
(781) 862-6600
(Name and address of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Maximum
Securities Amount Maximum Aggregate Offering Amount of
to be to be Offering Registration Fee
Registered Registered Price Per Price*
Share*
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Class B
Common Stock, 52,766,692 $53.375* $2,816,422,185* $830,844.54
$.01 par shares
value
per share
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- ---------------
* This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the plans or at what price such shares will be purchased. The
above calculation is based on the average of the high and low prices of the
Registrant's Class B Common Stock as reported on the New York Stock Exchange on
February 2, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the SEC by Raytheon Company (File
No. 1-3699, the "Company") or by Raytheon Company (File No. 1-2833), predecessor
to the Company by merger ("Former Raytheon Company"), are hereby incorporated by
reference in this Registration Statement:
(a) The Company's Solicitation Statement/Prospectus (the
"Solicitation Statement") filed pursuant to Rule 424(b)(3)
under the Securities Act dated November 10, 1997.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the
Solicitation Statement, including:
(i) The Company's Current Report on Form 8-K dated December 17, 1997;
(ii) Former Raytheon Company's Annual Report on Form 10-K for
the year ended December 31, 1996;
(iii) Former Raytheon Company's Quarterly Reports on Form 10-Q for the
periods ended March 30, 1997, June 29, 1997 and September 28, 1997; and
(iv) Former Raytheon Company's Current Reports on Form 8-K dated
January 4, 1997, January 16, 1997, March 14, 1997, July 11, 1997, September 10,
1997, October 7, 1997 (as amended October 28, 1997) and December 17, 1997.
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(c) The description of the Company's Class B Common Stock set forth
under the captions "New Raytheon Capital Stock" and "Comparison
of Rights of Stockholders of Raytheon and New Raytheon" on
pages 110-117 and 118-123, respectively, of the Solicitation
Statement.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document or portion thereof which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts or Counsel
The legality of Common Stock to be issued pursuant to the Plans will be
passed upon for the Company by John W. Kapples, Esq., Corporate Counsel and
Assistant Secretary of the Company. Mr. Kapples holds options to purchase 7,100
shares of the Company's Class B Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions permitting and, in some situations, requiring Delaware
corporations, such as the Company, to provide indemnification to their directors
and officers for losses and litigation expense incurred in connection with their
service to the corporation in those capacities.
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Article X of the Registrant's Amended and Restated Certificate of
Incorporation provides as follows:
"Section 1. Limited Liability of Directors. A director of the Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the DGCL as the same exists or may hereafter be amended. Neither the
amendment nor repeal of Section 1 of this Article X shall eliminate or reduce
the effect of Section 1 of this Article X in respect of any matter occurring, or
any cause of action, suit or claim that, but for Section 1 of this Article X
would accrue or arise, prior to such amendment or repeal.
Section 2. Indemnification and Insurance. (a) Right to Indemnification.
Each person who was or is made a party or is threatened to be made a party to or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that such person, or a person of whom such person is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director o officer or in any other capacity while serving as a director or
officer shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, to the fullest extent permitted by law,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgment, fines, amounts paid or to be paid in
settlement, and excise taxes or penalties arising under the Employee Retirement
Income Security Act of 1974, as in effect from time to time) reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director or officer, and
shall inure to the benefit of such person's heirs, executors and administrators;
provided however, that, except as provided in paragraph (b) of this Section, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or party thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to have the Corporation pay the expenses incurred in defending
any such proceeding in advance of its final disposition; any advance payments to
be paid by the Corporation within 20 calendar days after the receipt by the
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Corporation of a statement or statements from the claimant requesting such
advance or advances from time to time, provided, however, that, if and to the
extent the DGCL requires, the payment of such expenses incurred by a director or
officer in such person's capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced from time to time by the Board,
grant rights to indemnification, and rights to have the Corporation pay the
expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this
Section is not paid in full by the Corporation within 30 calendar days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the DGCL for the Corporation to indemnify the claimant for
the amount claimed, but the burden of providing such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because the claimant has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Corporation (including its Board, independent legal
counsel, or its stockholders) that the Claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person (including, without limitation, any person other than a officer
or director of the Corporation) may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-Laws, agreement, vote of
Stockholders or disinterested directors or otherwise. No repeal or modification
of this Article shall in any way diminish or adversely affect the rights of any
director or officer of the Corporation hereunder in respect of any occurrence or
matter arising prior to any such repeal or modification.
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(d) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the DGCL.
(e) Severability. If any provision or provisions of this Article X shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality and enforceability of the remaining provisions of this
Article X (including, without limitation, each portion of any paragraph of this
Article X containing any such provisions held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable."
In addition, the Company maintains insurance for the benefit of its
directors and officers, and directors and officers of its subsidiaries, against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index attached.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement, (or the most recent
post-effective amendment thereof) which,
individually, or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
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(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
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director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Lexington, Commonwealth of Massachusetts, on this 3rd
day of February, 1998.
RAYTHEON COMPANY
By: /s/ Thomas D. Hyde
Thomas D. Hyde
Senior Vice President and General Counsel
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Dennis J. Picard* Chairman of the Board of February 3, 1998
Dennis J. Picard Directors and Chief Executive
Officer(Principal Executive
Officer) and Director
/s/ Peter R. D'Angelo* Vice President and Chief February 3, 1998
Peter R. D'Angelo Financial Officer (Principal
Financial Officer)
/s/ Michele C. Heid* Vice President - Corporate February 3, 1998
Michele C. Heid Controller and Investor Relations
(Principal Accounting Officer)
/s/ Ferdinand Colloredo-Mansfeld* Director February 3, 1998
Ferdinand Colloredo-Mansfeld
Director
Steven D. Dorfman
/s/ Theodore L. Eliot, Jr.* Director February 3, 1998
Theodore L. Eliot, Jr.
Director
Thomas E. Everhart
/s/ John R. Galvin* Director February 3, 1998
John R. Galvin
/s/ Barbara B. Hauptfuhrer* Director February 3, 1998
Barbara B. Hauptfuhrer
/s/ Richard D. Hill* Director February 3, 1998
Richard D. Hill
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/s/ L. Dennis Kozlowski* Director February 3, 1998
L. Dennis Kozlowski
/s/ James N. Land, Jr.* Director February 3, 1998
James N. Land, Jr.
/s/ A. Lowell Lawson* Director February 3, 1998
A. Lowell Lawson
Director
Charles H. Noski
/s/ Thomas L. Phillips* Director February 3, 1998
Thomas L. Phillips
/s/ Warren B. Rudman* Director February 3, 1998
Warren B. Rudman
/s/ Alfred M. Zeien* Director February 3, 1998
Alfred M. Zeien
*By Thomas D. Hyde, attorney-in-fact.
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Exhibit Index
Exhibit No. Description of Documents
4.1 Raytheon Company Amended and Restated Certificate of
Incorporation, heretofore filed as an exhibit
to the Registrant's Current Report on Form 8-K dated
December 17, 1997, is hereby incorporated by
reference.
4.2 Raytheon Company Amended and Restated By-Laws,
heretofore filed as an exhibit to the Registrant's
Current Report on Form 8-K dated December 17, 1997,
are hereby incorporated by reference.
4.3 Raytheon Company 1976 Stock Option Plan.
4.4 Raytheon Company 1991 Stock Plan.
4.5 Raytheon Company 1995 Stock Option Plan.
4.6 Raytheon Company 1997 Nonemployee Directors Restricted
Stock Plan.
4.7 Plan for granting options in substitution for stock
options granted by Texas Instruments Incorporated.
4.8 Plan for granting options in substitution for stock
options granted by Hughes Electronics Corporation.
5.1 Opinion of John W. Kapples, Esq. as to the legality of
the securities being registered.
23.1 Consent of John W. Kapples, Esq. (included in Exhibit
5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney.
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EXHIBIT 4.8
Plan for Granting Stock Options in
Substitution for Stock Options Granted by
Hughes Electronics Corporation
Raytheon Company will grant options to purchase shares of the Class B
Common Stock of Raytheon Company ("Substitute Options") to individuals
("Optionees") in substitution for options granted to Optionees by Hughes
Electronics Corporation with respect to shares of General Motors Class H Common
Stock ("Original Options"). The Substitute Options will meet the following
requirements: (1) the excess of the aggregate fair market value over the
aggregate option price of the shares subject to the Substitute Options will be
no greater than the excess of the aggregate fair market value over the aggregate
option price of the shares subject to the Original Options; and (2) the
Substitute Options will not give Optionees additional benefits which they did
not have under the Optional Options.
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EXHIBIT 4.4
RAYTHEON COMPANY
1991 STOCK PLAN
ADOPTED MARCH 27, 1991
Section 1. Establishment and Purpose
The Raytheon Company 1991 Stock Plan (the "1991 Plan"), for eligible
employees is established effective March 27, 1991, subject to stockholder
approval at the Corporation's 1991 Annual Meeting. The purpose of the Plan is to
attract and retain the best available talent and encourage the highest level of
performance by employees in order to enhance the profitable growth of the
Corporation and otherwise to serve the best interests of the Corporation and its
shareholders. By affording eligible employees the opportunity to acquire
proprietary interests in the Corporation and by providing them incentives to put
forth maximum efforts for the success of the Corporation's business, the 1991
Plan is expected to contribute to the attainment of those objectives.
The maximum number of shares of common stock as to which awards may be
granted from time to time under the 1991 Plan shall be 2,000,000. If for any
reason, any shares as to which an option has been granted cease to be subject to
purchase thereunder or any restricted shares or restricted units are forfeited
to the Corporation, or to the extent that any awards under the 1991 Plan
denominated in shares or units are paid or settled in cash or are surrendered
upon the exercise of an option, then (unless the 1991 Plan shall have been
terminated) such shares or units and any shares received by the Corporation upon
the exercise of an option, shall become available for subsequent awards under
the 1991 Plan (to the same employee who received the original award or to a
different employee or employees); provided, however, that shares received by the
Corporation upon the exercise of an incentive stock option shall not be
available for the subsequent award of additional incentive stock options under
the 1991 Plan. Any shares issued by the Corporation in respect of the assumption
or substitution of outstanding awards from a corporation or other business
entity acquired by the Corporation shall not reduce the number of shares
available for awards under the 1991 Plan. No incentive stock option shall be
granted hereunder more than ten years after March 26, 1991. The Stock which may
be issued under the 1991 Plan may be authorized but unissued Stock or stock now
or hereafter held by the Corporation as Treasury Stock; such Stock may be
acquired, subsequently or in anticipation of the transaction, in the open market
to satisfy the requirements of the 1991 Plan.
Section 2. Definitions
The following terms, as used herein, shall have the meaning specified:
"Board of Directors" means the Board of Directors of Raytheon Company
as it may be comprised from time to time.
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"Code" shall mean the Internal Revenue Code of 1986, as the same may be
amended from time to time. Reference in the 1991 Plan to any section of the Code
shall be deemed to include any amendments or successor provision to such section
and any regulations under such section.
"Committee" shall mean the Compensation Committee of the Board of
Directors appointed to administer the Plan in accordance with Section 3.
"Corporation" means Raytheon Company including its affiliates and
subsidiaries.
"Eligible Employees" - Awards will be limited to officers and other
employees who are regular full-time employees of the Corporation. In determining
the employees to whom awards shall be granted and the number of shares or units
to be covered by each award, the Committee shall take into account the nature of
employees' duties, their present and potential contributions to the success of
the Corporation and such other factors as it shall deem relevant in connection
with accomplishing the purposes of the 1991 Plan. A director of the Corporation
or of a subsidiary who is not also a regular full-time employee will not be
eligible to receive an award.
"Option" shall mean any option granted under the 1991 Plan for the
purchase of common stock.
"Participant" means any eligible employee who is approved by the
Committee to participate in the 1991 Plan.
"Restricted Award" shall mean a Restricted Unit Award or a Restricted
Stock Award.
"Restricted Period" means the designated period of time during which
restrictions are in effect with respect to the Restricted Stock or Restricted
Units.
"Restricted Stock" means Stock contingently awarded to a Participant
under the 1991 Plan subject to the restrictions set forth in Sections 4 and 5.
"Restricted Stock Award" shall mean an award of common stock granted
under the restricted award provisions of the 1991 Plan.
"Restricted Units" are units to acquire shares of common stock (or in
the sole discretion of the Committee, cash as provided in Section 5.4) which are
restricted as provided in Section 5.
"Stock" means shares of common stock of Raytheon Company.
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Section 3. Administration of the Plan
The 1991 Plan shall be administered by the Compensation Committee of
the Board of Directors of Raytheon Company. No member of this Committee shall be
a Participant in this Plan. If any member of the Committee shall at any time not
be a "disinterested person" or shall otherwise not qualify to administer the
1991 Plan as contemplated by Rule 16b-3, as amended, or other applicable rules
under Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the 1991 Plan shall be administered by only those members of
the Committee who qualify as such disinterested persons or otherwise are so
qualified to administer the 1991 Plan in compliance with such rules.
The Committee shall have plenary authority in its discretion, subject
to and not inconsistent with the express provisions of the 1991 Plan, to grant
options, to determine the purchase price of the common stock covered by each
option, the term of each option, the employees to whom, and the time or times at
which, options shall be granted and the number of shares to be covered by each
option; to designate options as incentive stock options or nonqualified options;
to grant restricted shares and restricted units and to determine the term of the
restricted period and other conditions applicable to such shares or units, the
employees to whom, and the time or times at which, restricted shares or
restricted units shall be granted and the number of shares or units to be
covered by each grant; to interpret the 1991 Plan; to prescribe, amend and
rescind rules and regulations relating to the 1991 Plan; to determine the terms
and provisions of the option agreements and the restricted share and restricted
unit agreements (which need not be identical) entered into in connection with
awards under the 1991 Plan; and to make all other determinations deemed
necessary or advisable for the administration of the 1991 Plan. The Committee
may delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Committee or any person
to whom it has delegated duties as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or such person
may have under the 1991 Plan.
The Committee may employ attorneys, consultants, accountants or other
persons and the Committee, the Corporation and its officers and directors shall
be entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all employees who have
received awards, the Corporation and all other interested persons. No member or
agent of the Committee shall be personally liable for any action, determination,
or interpretation made in good faith with respect to the 1991 Plan or awards
made thereunder, and all members and agents of the Committee shall be fully
protected by the Corporation in respect of any such action, determination or
interpretation.
Section 4. Award and Delivery of Restricted Stock or Restricted Units
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4.1 At the time a Restricted Stock Award or Restricted Unit Award is
made, the Restricted Period applicable to such Restricted Stock Award or
Restricted Unit Award shall be established and shall not be less than one year
nor more than ten years. Each Restricted Award may have a different Restricted
Period. At the time a Restricted Award is made, conditions may be specified for
the incremental lapse of restrictions during the Restricted Period and for the
termination of restrictions upon the satisfaction of other conditions in
addition to or other than the expiration of the Restricted Period, including but
not limited to provisions related to a change of control, with respect to all or
any portion of the Restricted Stock or Restricted Units.
4.2 All restrictions shall terminate with respect to all Restricted
Stock or Restricted Units upon the Participant's (i) death; or (ii) total
disability as evidenced by commencement and continuation for more than one year
of benefits under the Corporation's Long Term Disability Plan (or if not a
member of the Long Term Disability Plan the Participant would have been eligible
for benefits using Long Term Disability Plan standards); or (iii) retirement at
age 65 or later unless otherwise specified in the Restricted Award.
4.3 Each Restricted Award shall be evidenced by a written agreement
signed by the Participant and the Chief Executive Officer, or, in the case of a
Restricted Award to the Chief Executive Officer, by the Participant and by a
member of the Committee (the "award letter") which shall state the Restricted
Period and such other terms and conditions which may be applicable, including
payment by the Participant of the par value of the Restricted Stock upon
execution of the award letter (the "Purchase Price") if such payment is required
by state law.
Section 5. Restrictions
5.1 A stock certificate representing the number of shares of Restricted
Stock granted to a Participant shall be registered in the Participant's name but
shall be held in custody by the Corporation for the Participant's account. The
Participant shall generally have the rights and privileges of a stockholder as
to such Restricted Stock including the right to vote such Restricted Stock,
except that the following restrictions shall apply: (i) the Participant shall
not be entitled to delivery of the certificate until the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions specified in the award letter; (ii) none of the Restricted Stock may
be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of
during the Restricted Period and until the satisfaction of any other conditions
specified in the award letter; and (iii) except as set forth in Section 4 or as
set forth in the award letter executed pursuant to Section 4, all of the
Restricted Stock shall be forfeited and all rights of the Participant to such
Restricted Stock including any stock dividends on such Restricted Stock shall
terminate without further obligation on the part of the Corporation unless the
Participant has remained a regular full-time employee of the Corporation until
the expiration or termination of the Restricted Period and the satisfaction of
any other conditions specified in the award letter applicable to such Restricted
Stock.
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The Participant shall have the same rights and privileges, and be
subject to the same restrictions, with respect to any Stock received pursuant to
Section 8.
5.2 At the discretion of the Corporation, cash dividends with respect
to the Restricted Stock may be either currently paid or withheld by the
Corporation for the Participant's account, and interest shall be paid on the
amount of cash dividends withheld at a rate and subject to such terms as
determined by the Corporation. Cash dividends so withheld shall not be subject
to forfeiture. Stock dividends with respect to the Restricted Stock (if the
distribution of such does not generate federal income tax liability to the
Participant) shall be held in the Participant's account and shall be subject to
forfeiture. Stock dividends which are taxable to the Participant may, in the
discretion of the Committee, be distributed to the Participant. Upon the
forfeiture of any Restricted Stock, such forfeited Stock and any stock dividends
on such forfeited Stock held for Participant's account shall be transferred to
the Corporation without further action by the Participant and any amounts paid
by the Participant upon the issuance of the Restricted Stock shall be returned
to the Participant with interest.
5.3 Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee or at such
earlier time as provided for in Section 4 or in the award letter applicable to
such Restricted Stock, the restrictions applicable to the Restricted Stock shall
terminate and a stock certificate for the number of shares with respect to which
the restrictions have terminated shall be delivered, free of all such
restrictions, except any that may be imposed by law, to the Participant or the
Participant's beneficiary or estate, as the case may be. The Corporation shall
not be required to deliver any fractional share of common stock but will pay, in
lieu thereof, the fair market value (determined as of the date the restrictions
terminate) of such fractional share to the Participant or the Participant's
beneficiary or estate, as the case may be. No payment will be required from the
Participant upon the delivery of any Restricted Stock, except any payment of par
value which may be required by state law and except that any amount necessary to
satisfy applicable federal, state or local tax requirements shall be satisfied
by withholding an equivalent amount of Stock (valued at fair market value on the
date the restrictions terminate) or paid promptly by the Participant upon
notification of the amount due and prior to or concurrently with the delivery of
a certificate representing such Stock.
5.4 In the case of an award of Restricted Units, no shares of common
stock shall be issued at the time the award is made, and the Corporation shall
not be required to set aside a fund for the payment of any such award.
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Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee or at such
earlier time as provided for in Section 4, the Corporation shall deliver to the
employee or the employee's beneficiary or estate, as the case may be, one share
of common stock for each Restricted Unit with respect to which the restrictions
have lapsed ("vested unit") and cash equal to any dividend equivalents credited
with respect to each such vested unit and the interest thereon; provided,
however, that the Committee may, in its sole discretion, elect to pay cash or
part cash and part common stock in lieu of delivering only common stock for the
vested units. If a cash payment is made in lieu of delivering common stock, the
amount of such cash payment shall be equal to the mean between the highest and
lowest sales prices of the common stock as reported in the New York Stock
Exchange Composite Tape for the date on which the Restricted Period lapsed with
respect to such vested unit, or if there are no sales on such date, on the next
preceding day on which there were sales. Upon the occurrence of change in
control (as defined in Section 11 (b), all outstanding vested units (including
Restricted Units whose restrictions have lapsed as a result of the occurrence of
such change in control) and credited dividend equivalents shall be payable as
soon as practicable but in no event later than ninety days after such change in
control in cash, in shares of common stock, or part in cash and part in common
stock, as the Committee, in its sole discretion, shall determine. To the extent
that an employee receives cash in payment for his or her vested units, such
employee shall receive an amount equal to the fair market value of the shares of
common stock he or she would have received had he or she been delivered common
stock.
Section 6. Termination of Employment
Unless otherwise determined by the Compensation Committee, or otherwise
provided in the award letter, if a Participant to whom Restricted Stock has been
granted ceases to be an employee of the Corporation prior to the end of the
Restricted Period and the satisfaction of any other conditions specified in the
award letter, for any reason other than the reasons specified in Section 4, the
Participant shall immediately forfeit all Restricted Stock and stock dividends
thereon. Nothing in the 1991 Plan or in any Restricted Award or option granted
pursuant to the 1991 Plan shall confer upon any employee any right to continue
in the employ of the Corporation or interfere in any way with the right of the
Corporation to terminate such employment at any time.
Section 7. Options
Each employee to whom an Option is granted under the 1991 Plan shall,
as consideration therefor, remain in continuous employ of the Corporation for
twelve months from the date of the granting of such Option before the employee
can exercise any part thereof, and said options shall, subject to the
limitations on incentive stock options set forth below, be exercisable in full
at the expiration of twelve months from the date of grant. When an employee to
whom an Option has been granted takes an authorized leave of absence (which does
not constitute a cessation of employment pursuant hereto), the period of time
elapsed during such leave of absence, shall be included in computing the dates
upon which any part of the Option becomes exercisable, except to the extent that
the Committee in its discretion otherwise determines. The Committee may, in its
sole discretion, cancel in whole or in part, the unexercised portion of any
Option at any time that it determines that the optionee is not performing
satisfactorily the duties to which he or she was assigned on the effective date
of the grant of the Option to him or her, or duties of at least equal
responsibility.
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7
Except as otherwise provided below, no option shall be exercised unless
at the time of such exercise the holder of the Option is in the employment of
the Corporation. Employees who are on authorized leave of absence or who are on
salary continuance or vacation subsequent to the last day worked as defined
herein are not "in the employment of the Corporation or one of its subsidiaries"
for purposes of this Section. Employees who retire while on vacation, leave of
absence or salary continuance, shall be deemed to have retired at the close of
business on the last day worked.
Each incentive option granted hereunder shall by its terms provide: (a)
that such Option shall not be exercised after expiration of ten years from the
effective date of granting such Option and (b) that the aggregate fair market
value (determined at the time the option is granted) of the stock with respect
to which incentive stock options are exercisable for the first time by any
individual employee during any calendar year (under all incentive stock option
plans of Raytheon Company and its subsidiary corporations) shall not exceed
$100,000. No incentive stock option shall be granted if the exercise thereof
would cause the optionee to become the holder of ten percent or more of the
Corporation's common stock. Incentive options may contain such additional
provisions as may be required in order to be "incentive stock options" under the
Code.
Nonqualified options shall not be exercisable after expiration of
eleven years from the effective date of grant. Subject to the foregoing, an
Option granted under the Plan shall be exercisable in whole or at any time at
the expiration of one year from the date of grant or in part from time to time
thereafter but in no case may an option be exercised for a fraction of a share.
Each option granted under this Plan shall by its terms provide that it
is not assignable or transferable otherwise than by will or the laws of descent
and distribution and an option may be exercised during the lifetime of the
holder thereof only by him or her. The holder of an Option or his or her legal
representatives, legatees, or distributees, as the case may be, shall have none
of the rights or a stockholder with respect to any shares subject to such Option
until such shares have been issued to him or her under the terms of this Plan.
Notwithstanding the foregoing, in the case of Options granted under the
1991 Plan in substitution of outstanding options or awards granted by a
corporation or other business entity acquired by the Corporation (a "Substitute
Option"), the date of granting of such Substitute Option shall be deemed to be
the date of the original grant of the option being substituted (a "Substituted
Option") by the corporation or other business entity acquired by the Corporation
and an employee's service in the continuous employ of such acquired corporation
or business entity since the grant of the Substituted Option shall be included
for purposes of determining the length of said employee's service in the
continuous employ of the Corporation.
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8
7.1 Procedure for Exercise
Any Option granted pursuant to the Plan may be exercised by submitting
to the Office of the Senior Vice President - Human Resources a completed copy of
an exercise form together with cash, a certified or cashier's check, or other
negotiable instrument acceptable to the Corporation, in the full amount of the
total price of the shares for which the Option is to be exercised. The Option
will be deemed to have been exercised only when the completed form with such
check has been received by the Office of the Senior Vice President - Human
Resources. A request for exercise which is received by the Office of the Senior
Vice President - Human Resources after the expiration of such Option or after
the expiration of the time within which exercise is permitted pursuant to the
Plan, whichever is earlier, shall not be a valid exercise.
In lieu of the check required above, the optionee may, in his or her
discretion, submit certificates for shares of the Corporation's common stock
held by the Participant for at least six months tendered as full or partial
payment of the option exercise price. Certificates for shares tendered must be
endorsed or accompanied by signed stock powers with the signature guaranteed by
a U.S. commercial bank or trust company or by a brokerage firm having membership
on the New York Stock Exchange. Shares tendered in payment will be valued at the
average of the high and low trade prices for the day preceding the date of
exercise as published in The Wall Street Journal. Any deficiency in the option
exercise price shall be paid by certified or cashier's check.
7.2 Time of Granting Options
The granting of an Option pursuant to the Plan shall be deemed to take
place at the time when the Committee shall take action authorizing the grant of
such Option or at such subsequent time as the Committee shall designate,
provided, however, that all grants shall be deemed to be conditioned upon the
optionee being an employee of the Corporation on the effective date of the
grant.
7.3 Termination of Employment
If a holder of an Option shall retire, take leave of absence, or shall
cease to be employed by the Corporation for any reason other than death after he
or she shall have been continuously so employed for twelve months from and after
the date of the granting of an Option, he or she may, but only within the period
of time listed below immediately succeeding the last day worked prior to such
retirement, leave of absence or cessation, exercise such option:
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9
Time Following Last Day
Reason for Absence Worked Within Which
from Work Option May Be Exercised
Retirement Three Years
Medical Leave of Absence During Such Leave
Personal Leave of Absence Three Months
Discharge for cause or other None
severance of employment
determined by Committee to
warrant termination of option
Layoff One Year
Quit Three Months
In no event may an Option be exercised following its expiration or
cancellation.
For purposes of the 1991 Plan, "last day worked" means the last day on
which the holder was responsible for performing his or her assigned duties for
the Corporation. Any period of accrued vacation or salary continuance for which
the holder may be eligible as of his or her retirement or cessation of
employment shall not extend the period in which options must be exercised.
Transfer of employment between corporations in the group comprised of the
Corporation and its subsidiaries shall not be deemed a cessation of employment.
Whether a leave of absence for other than medical reasons, duly authorized by
the Corporation shall constitute a cessation of employment for purposes of the
1991 Plan shall be determined by the Committee, which determination unless
overruled by the Board of Directors, shall be final and conclusive. The grant of
an Option will not confer upon a holder of an Option any right with respect to
continuance of employment by the Corporation, nor will it interfere in any way
with his or her right, or his or her employer's right, to terminate his or her
employment at any time.
7.4 Death of Holder
In the event of the death of a holder of an Option while in the employ
of the Corporation, or during a period following the last day worked within
which the Option of such holder was permitted to be exercised, the Option shall
be exercisable only within twelve months following such death (but not later
than the expiration date of the Option) and then only (a) by his or her estate
or by the person or persons who acquired the right to exercise such Option by
bequest or inheritance or by reason of the death of the decedent, and (b) if and
to the extent that he or she was entitled to exercise the Option at the date of
his or her death.
<PAGE>
10
7.5 Option Price
The purchase price under each incentive stock option shall be not less
than one hundred percent of the fair market value of such shares at the time
such Option is granted. Other options may be granted at such prices above or
below the fair market value of the shares as the Committee may determine.
Section 8. Changes in Capitalization
In the event of any change in the outstanding shares of Stock by reason
of a stock dividend or split, recapitalization, merger or consolidation,
reorganization, combination or exchange of shares or other similar corporate
change, the maximum aggregate number of shares available under the 1991 Plan and
the number of shares covered by each previously granted Option and Restricted
Award, if any, shall be proportionally adjusted by the Board of Directors with
such determination being conclusive.
Section 9. Effective Date
The 1991 Plan is effective as of March 27, 1991, subject to the
approval of the stockholders at the Corporation's 1991 Annual Meeting. The
Committee may, at its discretion, grant Options and Restricted Stock Awards
under the 1991 Plan subject to such stockholder approval of the 1991 Plan.
Options and Restricted Stock Awards, issuance or delivery of stock upon exercise
of options or upon expiration of restrictions on Restricted Stock shall be
expressly subject to the conditions that, to the extent required by law at the
time of exercise of Options or grant of Restricted Stock Awards, issuance or
delivery, (i) the shares of Stock shall be duly listed upon the New York Stock
Exchange; and (ii) if the Corporation deems it necessary or desirable, a
Registration Statement under the Securities Act of 1933 with respect to such
stock shall be effective.
Section 10. Designation of Beneficiary
A Participant may, with the consent of the Committee, designate a
person or persons to receive Restricted Stock to which the Participant is
entitled in the event of the Participant's death. Such designation shall be made
in writing upon forms supplied by and delivered to the Committee, and may be
revoked in writing. If a Participant fails effectively to designate a
beneficiary, the Participant's Restricted Stock shall be distributed in
accordance with his will, or, if intestate, the laws of descent and
distribution.
<PAGE>
11
Section 11. Lapse at Discretion of the Committee; Lapse Upon Termination
Following a Change in Control
(a) The Committee shall have the authority to accelerate the time at
which the restrictions on Restricted Stock and Restricted Units will lapse or to
remove any of such restrictions whenever it may decide in its absolute
discretion that, by reason of changes in applicable tax, securities, or other
laws or other changes in circumstances arising after the date of the Award, such
action is in the best interest of the Company, and equitable to the Participant,
his heirs, or designated beneficiaries.
(b) The restrictions on Restricted Stock and Restricted Units shall
lapse and Nonqualified Stock Options issued hereunder become exercisable
immediately upon a change in control of the Corporation. For purposes of this
paragraph, the term "change in control" shall be deemed to occur upon (1) the
approval by the shareholders of the Corporation of (A) any consolidation or
merger of the Corporation in which the Corporation is not the continuing or
surviving corporation or pursuant to which shares of common stock would be
converted into cash, securities or other property, other than a merger in which
the holders of common stock immediately prior to the merger will have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, (B) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all or substantially all the
assets of the Corporation, or (C) adoption of any plan or proposal for the
liquidation or dissolution of the Corporation, or (2) any "person" (as defined
in Section 13(d) of the Securities Exchange Act of 1934), other than the
Corporation or subsidiary or employee benefit plan or trust maintained by the
Corporation or any of its subsidiaries, shall become the "beneficial owner" (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or
indirectly, of more than twenty-five percent of the common stock outstanding at
the time, without the prior approval of the Board of Directors of the
Corporation.
The Committee shall have authority to provide with respect to any
future grants of nonqualified options under the Corporation's 1976 Stock Option
Plan, as amended, rights corresponding to those described in clause (A) and (B),
as the case may be, of the immediately preceding paragraph in the event of a
"change in control" (as defined therein).
Section 12. Compliance with Securities and Exchange Commission Requirements
No certificate for shares of Stock distributed pursuant to the Plan
shall be executed and delivered until the Company shall have taken such action,
if any, as is then required to comply with the provisions of the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any
other applicable laws, and the requirements of any exchange on which the Stock
may, at the time, be listed.
<PAGE>
12
Section 13. Compliance with Tax Laws
To the extent required by applicable federal, state or local laws or
regulations, the Corporation may withhold from any cash to be distributed to a
Participant pursuant to the Plan or from salary or other compensation payable to
the Participant amounts sufficient to comply with the Corporation's obligations
under such laws or regulations. The Corporation may require the Participant, as
a condition to delivering shares upon exercise of nonqualified stock options
(whether for cash or stock) or as a condition to delivery of restricted stock
which becomes deliverable pursuant to the Plan, to pay to the Corporation
amounts sufficient to meet the Corporation's obligations under such laws or
regulations.
Section 14. Termination and Amendment
The Board of Directors of the Corporation may suspend, terminate,
modify or amend the 1991 Plan, provided that any amendment that would increase
the aggregate number of shares of Stock which may be issued under the 1991 Plan,
materially increase the benefits accruing to Participants under the 1991 Plan,
or materially modify the requirements as to eligibility for participation in the
1991 Plan, must be approved by the Corporation's stockholders, except that any
such increase or modification that may result from adjustments authorized by
Section 8 shall not require such approval. If the 1991 Plan is terminated, the
terms of the 1991 Plan shall, notwithstanding such termination, continue to
apply to Awards granted prior to such termination. In addition, no suspension,
termination, modification or amendment of the Plan may, without the consent of
the Participant to whom a Stock Option or Restricted Stock Award shall
theretofore have been granted, adversely affect the rights of such Participant
under such Award Stock Option or Restricted Stock Award.
Section 15. Duration
The 1991 Plan shall remain in effect until all Stock Options have been
exercised or expired and until all Restricted Stock shall have been delivered
without restrictions or forfeited under the 1991 Plan provided that no Stock
Options shall be granted and no Restricted Stock Awards shall be made under the
Plan after March 26, 2001.
<PAGE>
1
EXHIBIT 4.5
RAYTHEON COMPANY
1995 STOCK OPTION PLAN
1. Definitions. As used in this Raytheon Company 1995 Stock
Option Plan the following terms have the following meanings:
1.1 "Change in Corporate Control" means (a) the time of approval by the
shareholders of the Company of (i) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of Stock would be converted into cash, securities or other
property, other than a merger in which the holders of Stock immediately prior to
the merger will have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger, (ii) any sale, lease,
exchange, or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Company, or (iii)
adoption of any plan or proposal for the liquidation or dissolution of the
Company; or (b) the date on which any "person" (as defined in Section 13(d) of
the Securities Exchange Act of 1934), other than the Company or a subsidiary or
employee benefit plan or trust maintained by the Company or any of its
subsidiaries, shall become (together with its "affiliates" and "associates," as
defined in Rule 12b-2 under the Securities Exchange Act of 1934) the "beneficial
owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934),
directly or indirectly, of more than 25% of the Stock outstanding at the time,
without the prior approval of the Board of Directors of the Company.
1.2 "Code" means the Internal Revenue Code of 1986, as amended.
1.3 "Committee" means the Compensation Committee of the Company's Board
of Directors, consisting exclusively of directors who at the relevant time are
"outside directors" within the meaning of ss.162(m) of the Code.
1.4 "Company" means Raytheon Company, a Delaware corporation.
1.5 "Fair Market Value" means the value of a share of Stock of the
Company on any date as determined by the Board.
1.6 "Grant Date" means the date on which an Option is granted, as
specified in Section 7.
1.7 "Incentive Stock Option" means an Option grant that is intended to
meet the requirements of Section 422 of the Code.
1.8 "Non-Statutory Stock Option" means an Option grant that is not
intended to be an Incentive Stock Option.
1.9 "Option" means an option to purchase shares of the Stock granted
under the Plan.
<PAGE>
2
1.10 "Option Agreement" means an agreement between the Company and an
Optionee setting forth the terms and conditions of an Option.
1.11 "Option Period" means the period from the date of the grant of an
Option to the date when the Option expires as stated in the terms of the Option
Agreement.
1.12 "Option Price" means the price paid by an Optionee for an Option
under this Plan.
1.13 "Option Share" means any share of Stock of the Company transferred
to an Optionee upon exercise of an Option pursuant to this Plan.
1.14 "Optionee" means a person eligible to receive an Option, as
provided in Section 6, to whom an Option shall have been granted under the Plan.
1.15 "Plan" means this 1995 Stock Option Plan of the Company.
1.16 "Related Corporation" means a Parent Corporation or a Subsidiary
Corporation, each as defined in Section 424 of the Code.
1.17 "Stock" means common stock, $1.00 par value, of the Company.
2. Purpose. This 1995 Stock Option Plan is intended to encourage
ownership of Stock by key employees of the Company and its Related Corporations
and to provide additional incentive for them to promote the success of the
Company's business. With respect to any Incentive Stock Options that may be
granted hereunder, the Plan is intended to be an incentive stock option plan
within the meaning of Section 422 of the Code.
3. Term of the Plan. Options under the Plan may be granted not later
than March 21, 2005.
4. Stock Subject to the Plan. At no time shall the number of shares of
Stock then outstanding which are attributable to the exercise of Options granted
under the Plan, plus the number of shares then issuable upon exercise of
outstanding options granted under the Plan, exceed 20,000,000 shares, subject,
however, to the provisions of Section 15 of the Plan. No Optionee may be granted
in any year Options to purchase more than 200,000 shares of Stock, subject to
adjustment pursuant to Section 15. Shares to be issued upon the exercise of
Options granted under the Plan may be either authorized but unissued shares or
shares held by the Company in its treasury. If any Option expires or terminates
for any reason without having been exercised in full, the shares not purchased
thereunder shall again be available for Options thereafter to be granted.
<PAGE>
3
5. Administration. The Plan shall be administered by the Committee.
Subject to the provisions of the Plan (including, without limitation, the
provisions of Section 19), the Committee shall have complete authority, in its
discretion, to make the following determinations with respect to each Option to
be granted by the Company: (a) the key employee to receive the Option; (b) the
time of granting the Option; (c) the number of shares subject thereto; (d) the
Option Price (subject to Section 8 below); (e) the Option Period; and (f)
whether the Option is an Incentive Stock Option or a Non-Statutory Stock Option.
Incentive Stock Options granted under this Plan shall be designated specifically
as such. In making such determinations, the Committee may take into account the
nature of the services rendered by the respective employees, their present and
potential contributions to the success of the Company and its subsidiaries, and
such other factors as the Committee in its discretion shall deem relevant.
Subject to the provisions of the Plan, the Committee shall also have complete
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the
respective Option Agreements (which need not be identical), and to make all
other determinations necessary or advisable for the administration of the Plan.
The Committee's determinations on the matters referred to in this Section 5
shall be conclusive.
6. Eligibility. An Option may be granted only to a key employee of one
or more of the Company and its subsidiaries. A director of one or more of the
Company and its subsidiaries who is not also an employee of one or more of the
Company and its subsidiaries shall not be eligible to receive Options.
7. Time of Granting Options. The granting of an Option shall take place
at the time specified by the Committee. Only if expressly so provided by the
Committee shall the Grant Date be the date on which an Option Agreement shall
have been duly executed and delivered by the Company and the Optionee.
8. Option Price. The Option Price under each Option shall be as
determined by the Committee but shall not be less than 100% of the Fair Market
Value of the Stock on the Grant Date.
9. Option Period. No Incentive Stock Option may be exercised later than
the tenth anniversary of the Grant Date. No Non-Statutory Stock Option may be
exercised later than one day after the tenth anniversary of the Grant Date. An
Option may become exercisable in such installments, cumulative or
non-cumulative, or may be immediately exercisable, as the Committee may
determine.
10. Maximum Size of Incentive Stock Option as Such. To the extent that
the aggregate Fair Market Value of Stock for which an Incentive Stock Option
becomes exercisable by an Optionee for the first time in any calendar year
exceeds $100,000, the portion of such Incentive Stock Option which exceeds such
$100,000 limitation shall be treated as a Non-Statutory Stock Option, and not an
incentive option under Section 422 of the Code. For purposes of this Section 10,
all Incentive Stock Options granted to an Optionee by the Company, as well as
any options that have been granted to the Optionee under any other stock
incentive plans of the Company or any related corporation which are intended to
comply with the provisions of Section 422 of the Code, shall be considered in
the order in which they were granted, and the Fair Market Value shall be
determined as of the Grant Dates.
<PAGE>
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11. Exercise of Option.
11.1 An Option may be exercised only by giving written notice, in the
manner provided in Section 21 hereof, specifying the number of shares as to
which the Option is being exercised, accompanied (except as otherwise provided
in Subsection 11.2 of this Section 11) by full payment for such shares in the
form of check or bank draft payable to the order of the Company or other shares
of the Stock with a current Fair Market Value equal to the Option Price of the
shares to be purchased. Receipt by the Company of such notice and payment shall
constitute the exercise of the Option or a part thereof. Within 20 days
thereafter, the Company shall deliver or cause to be delivered to the Optionee a
certificate or certificates for the number of shares then being purchased. Such
shares shall be fully paid and nonassessable. If such shares are not at that
time effectively registered under the Securities Act of 1933, as amended, the
Optionee shall include with such notice a letter, in form and substance
satisfactory to the Company, confirming that such shares are being purchased for
the Optionee's own account for investment and not with a view to distribution.
11.2 In lieu of payment by check, bank draft or other shares of Stock
accompanying the written notice of exercise as described in Subsection 11.2 of
this Section 11, an Optionee may, unless prohibited by applicable law, elect to
effect payment by including with the written notice referred to in Subsection
11.2 irrevocable instructions to deliver for sale to a registered securities
broker acceptable to the Company a number of the shares subject to the Option
being exercised sufficient, after brokerage commissions, to cover the aggregate
exercise price of such Option and, if the Optionee further elects, the
Optionee's withholding obligations with respect to such exercise referred to in
Sections 12 or 20, together with irrevocable instructions to such broker to sell
such shares and to remit directly to the Company such aggregate exercise price
and, if the Optionee has so elected, the amount of such withholding obligation.
The Company shall not be required to deliver to such securities broker any stock
certificate for such shares until it has received from the broker such exercise
price and, if the Optionee has so elected, such withholding obligation amount.
12. Notice of Disposition of Stock Prior to Expiration of Specified
Incentive Stock Option Holding Period. The Company may require that the person
exercising an Incentive Stock Option give a written representation to the
Company, satisfactory in form and substance to its counsel and upon which the
Company may reasonably rely, that he or she will report to the Company any
disposition of shares purchased upon exercise prior to the expiration of the
holding periods specified by Section 422(a)(1) of the Code. If and to the extent
that the disposition imposes upon the Company federal, state, local or other
withholding tax requirements, or any such withholding is required to secure for
the Company an otherwise available tax deduction, the Company shall have the
right to require that the person making the disposition remit to the Company an
amount sufficient to satisfy those requirements.
13. Transferability of Options. Options shall not be transferable,
otherwise than by will or the laws of descent and distribution and may be
exercised during the life of the Optionee only by the Optionee.
<PAGE>
5
14. Termination of Employment or Service. Each Option shall terminate
and may no longer be exercised if the Optionee ceases to perform services for
the Company or a Related Corporation in accordance with the following:
14.1 If an Optionee ceases to be an active employee of the Company or
any Related Corporation other than by reason of death or retirement, absent in
any case a determination by the Committee to the contrary, any Options which
were exercisable by the Optionee on the date of cessation of active employment
may be exercised any time (a) before their expiration date or (b) within the
respective periods listed below in this Section 14(a), depending upon the reason
for cessation of active employment, whichever is earlier, but only to the extent
that the Options were exercisable when active employment ceased. Notwithstanding
the foregoing, in the event an Optionee fails to exercise an Incentive Stock
Option within three months after the date of termination, such Option will be
treated as a Non-Statutory Stock Option pursuant to Section 422 of the Code. The
respective periods following cessation of active employment referred to in
clause (a) of the first sentence of this Section 14(a) are as follows:
Reason for Cessation Period Following Last Day
of Active Employment of Active Employment Within
Which Option May Be Exercised
Medical leave of absence During such leave
Personal leave of absence Three months
Discharge for cause or other None
severance of employment
determined by Committee to
warrant termination of option
Layoff or similar involuntary One Year
termination without cause
Voluntary termination Three Months
(non-retirement)
14.2 If an Optionee's employment terminates because of death, Options
may be exercised at any time before the expiration date or within one year after
the date of termination, whichever is earlier, but only (a) if and to the extent
that the Optionee was entitled to exercise the Option at the date of the
Optionee's death and (b) by the Optionee's estate or by the person(s) who
acquired the right to exercise such Option by bequest or inheritance or by
reason of the death of the Optionee.
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6
14.3 If an Optionee's employment terminates because of retirement, any
Options which were exercisable by the Optionee on the date of termination of
employment may be exercised any time before their expiration date or within
three years after the date of termination, whichever is earlier, but only to the
extent that the Options were exercisable when employment ceased (absent a
determination by the Committee to the contrary at the time any such Options were
granted or prior to their expiration date), as provided hereunder.
Notwithstanding the foregoing, in the event an Optionee fails to exercise an
Incentive Stock Option within three months after the date of his or her
retirement, such Option will be treated as a Non-Statutory Stock Option.
15. Anti-Dilution Adjustments. Pro rata adjustment shall be made in the
maximum number of shares of Stock subject to the Plan or that may be awarded to
any individual in any year to give effect to any stock dividends, stock splits,
stock combinations, recapitalizations and other similar changes in the capital
structure of the Company. Pro rata adjustments shall be made in the number, kind
and price of shares of Stock covered by any outstanding Option hereunder to give
effect to any stock dividends, stock splits, stock combinations,
recapitalizations and similar changes in the capital structure of the Company,
or a merger, dissolution or reorganization of the Company, after the date the
Option is granted, so that the Optionee is treated in a manner equivalent to
that of holders of the underlying Stock.
16. Change in Corporate Control. Upon a Change in Corporate Control,
each outstanding Option shall immediately become fully exercisable, and a
registration statement under the Securities Act of 1933, as amended, with
respect to shares covered by all outstanding Options, whether to be issued by
the Company or by any successor corporation, shall be effective at all times
during which the Options may be exercised and, to facilitate resale of the
shares, during the twelve months after the last exercise of the Options.
17. Reservation of Stock. The Company shall at all times during the
term of the Options reserve and keep available such number of shares of the
Stock as will be sufficient to satisfy the requirements of this Plan and shall
pay all fees and expenses necessarily incurred by the Company in connection
therewith.
18. Limitation of Rights in the Option Shares. The Optionee shall not
be deemed for any purpose to be a stockholder of the Company with respect to any
of the Option Shares except to the extent that the Option shall have been
exercised with respect thereto and, in addition, a certificate shall have been
issued therefor and delivered to the Optionee.
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7
19. Termination and Amendment of the Plan. The Committee may at any
time terminate the Plan or make such amendment to the Plan as it shall deem
advisable, provided that, except as provided in Section 14, the Committee may
not, without the approval by the holders of a majority of the Stock, change the
classes of persons eligible to receive Options, increase the maximum number of
shares available for option under the Plan or extend the period during which
Options may be granted or exercised. No termination or amendment of the Plan
may, without the consent of the Optionee to whom any Option shall theretofore
have been granted, adversely affect the rights of such Optionee under such
Option.
20. Withholding. The Company's obligations to deliver shares of Stock
upon exercise of an Option shall be subject to the Optionee's satisfaction of
all applicable federal, state and local income and employment tax withholding
obligations. The Committee may, at or after grant, permit an Optionee to satisfy
such tax withholding requirements by delivery to the Company of shares retained
from the Option grant creating the tax obligation having a value equal to the
amount to be withheld. The value of shares of Stock to be withheld or delivered
shall be based on the Committee's determination of the Fair Market Value of a
share of Stock on the date the amount of tax to be withheld is to be determined.
21. Notices. Any communication or notice required or permitted to be
given under the Plan shall be in writing, and mailed by registered or certified
mail or delivered in hand, if to the Company, to 141 Spring Street, Lexington,
Massachusetts 02173, Attention: Vice President - Human Resources and, if to the
Optionee, to the address as the Optionee shall last have furnished to the
communicating party.
<PAGE>
1
EXHIBIT 4.6
RAYTHEON COMPANY
1997 NONEMPLOYEE DIRECTORS RESTRICTED STOCK PLAN
Effective November 26, 1996
1. DEFINITIONS
The following terms shall have the following meanings unless the
context indicates otherwise:
1.1 "Board" shall mean the Board of Directors of the Company.
1.2 "Change in Control" shall mean (a) the time of approval by the
shareholders of the Company of (i) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of Common Stock would be converted into cash, securities or other
property, other than a merger in which the holders of Common Stock immediately
prior to the merger will have the same proportionate ownership of Common Stock
of the surviving corporation immediately after the merger, (ii) any sale, lease,
exchange, or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Company, or (iii)
adoption of any plan or proposal for the liquidation or dissolution of the
Company; or (b) the date on which any "person" (as defined in Section 13(d) of
the Exchange Act), other than the Company or a Subsidiary or employee benefit
plan or trust maintained by the Company or any of its Subsidiaries, shall become
(together with its "affiliates" and "associates," as defined in Rule 12b-2 under
the Exchange Act) the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) directly or indirectly, of more than 25% of the Common Stock
outstanding at the time, without the prior approval of the Board.
1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
1.4 "Committee" shall mean the Compensation Committee of the Board, or
such other Board committee as may be designated by the Board to administer the
Plan; provided, however, that such committee shall be composed solely of two or
more directors each of whom qualifies as a "nonemployee director" (as defined in
Rule 16b-3 under the Exchange Act).
1.5 "Common Stock" shall mean the Common Stock, $1.00 par value per
share, of the Company.
1.6 "Company" shall mean Raytheon Company or any company successor
thereto by merger, consolidation or reorganization.
1.7 "Director" shall mean a member of the Board.
1.8 "Effective Date" shall mean November 26, 1996.
1.9 "Eligible Director" shall mean a Director of the Company who is not
at the relevant time an Employee.
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2
1.10 "Employee" shall mean a salaried employee (as described in
Treasury Regulation Section 1.421-7(h)) of the Company or any Subsidiary.
1.11 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, including applicable regulations thereunder.
1.12 "Participant" shall mean any Eligible Director to whom a Stock
Award has been granted by the Committee under the Plan.
1.13 "Plan" shall mean the Raytheon Company 1997 Nonemployee Directors
Restricted Stock Plan.
1.14 "Stock Award" shall mean the grant by the Company to an Eligible
Director of Common Stock pursuant to Section 6 below.
1.15 "Stock Award Agreement" shall mean a written agreement between the
Company and the Participant that establishes the terms, conditions, restrictions
and/or limitations applicable to a Stock Award in addition to those established
by this Plan and by the Committee's exercise of its administrative powers.
1.16 "Subsidiary" shall mean a corporation, business trust or similar
incorporated or unincorporated entity of which the Company directly or
indirectly owns more than 50% of the voting power or value.
1.17 "Treasury Regulation" shall mean the regulation promulgated under
the Code by the United States Department of the Treasury, as amended from time
to time.
1.18 "Vesting Date" shall mean the vesting date specified in accordanc
with Section 6.6 below.
2. PURPOSE AND TERM OF PLAN
2.1 Purpose. The purpose of the Plan is to further the growth,
development and financial success of the Company by enabling it to attract and
retain nonemployee directors of outstanding ability and, by providing
nonemployee directors the opportunity to become owners in Common Stock, to more
closely align the interests of the Company's directors with that of its
shareholders.
2.2 Term. The plan shall become effective as of the Effective Date, and
shall terminate on the day which precedes the 10th anniversary of the Effective
Date, unless terminated earlier by the Board pursuant to Section 8.1 below.
3. ELIGIBILITY
3.1 Eligibility. All Eligible Directors shall participate in the Plan
as of the Effective Date.
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3
4. ADMINISTRATION
4.1 Responsibility. The Committee shall have the responsibility to
control, operate, manage and administer the Plan in accordance with its terms.
4.2 Authority of the Committee. The Committee shall have all the
discretionary authority that may be necessary or helpful to enable it to
discharge its responsibilities with respect to the Plan, including but not
limited to:
(1) to determine eligibility for participation in the Plan;
(2) to determine eligibility for and the number of shares of Common
Stock subject to a Stock Award granted under the Plan;
(3) to supply any omission;
(4) to issue administrative guidelines as an aid to administer the Plan
and make changes in such guidelines as it from time to time deems proper;
(5) to make rules for carrying out and administering the Plan and make
changes in such rules as it from time to time deems proper;
(6) to the extent permitted under the Plan, grant waivers of Plan
terms, conditions, restrictions, and limitations;
(7) to accelerate the transferability of any Stock Award when such
action or actions would be in the best interest of the Company; and
(8) to take any and all other actions it deems necessary or advisable
for the proper operation or administration of the Plan.
4.3 Action by the Committee. The Committee shall act in accordance with
the By-laws of the Company and with such authority as may be granted by the
Board. In addition, the Committee may authorize any one or more of its members
to execute and deliver documents on behalf of the Committee.
4.4 Delegation of Authority. The Committee may delegate some or all of
its authority under the Plan to any person or persons; provided, however, that
any such delegation shall be in writing.
5. SHARES SUBJECT TO PLAN
5.1 Available Shares. The aggregate number of shares of Common Stock
which shall be available for grants of Stock Awards under the Plan during its
term shall be 100,000. Such shares of Common Stock available for issuance under
the Plan may be either authorized but unissued shares, shares of issued stock
held in the Company's treasury, or both, at the discretion of the Company, and
subject to any adjustments made in accordance with Section 5.2 below. Any Stock
Awards which terminate by expiration, forfeiture, cancellation or otherwise
without the issuance of such shares shall again be available for grants of Stock
Awards under the Plan. The number of shares of Common Stock available for
issuance under the Plan shall not be reduced to reflect any dividends or
dividend equivalents that are reinvested into additional shares of Common Stock.
<PAGE>
4
5.2 Adjustment to Shares. If there is any change in the number of
outstanding shares of Common Stock through the declaration of stock dividends,
stock splits or the like, the number of shares of Common Stock (i) available for
grants of Stock Awards under Section 5.1 above, and (ii) underlying outstanding
grants of Stock Awards, shall be automatically adjusted. If there is any change
in the number of outstanding shares of Common Stock through any change in the
capital account of the Company, or through a merger, consolidation, separation
(including a spin-off or other distribution of stock or property),
reorganization (whether or not such reorganization comes within the meaning of
such term in Code Section 368(a)) or partial or complete liquidation, the
Committee shall make (i) appropriate adjustments in the number of shares of
Common Stock which may be issued under the Plan and (ii) any other adjustments
and/or modifications to outstanding Stock Awards as it deems appropriate. In the
event of any other change in the capital structure or in the Common Stock, the
Committee shall also be authorized to make such appropriate adjustments in the
number of shares of Common Stock available for issuance under the Plan and any
other adjustments and/or modifications to outstanding Stock Awards as it deems
appropriate.
6. STOCK AWARDS
6.1 In General. The Committee is authorized to grant Stock Awards to
Eligible Directors on or after the Effective Date. Stock Awards in any given
calendar year need not be equal in amount as to all Eligible Directors.
6.2 Terms and Conditions of Stock Awards. Stock Awards shall be subject
to such terms, conditions, restrictions and/or limitations, if any, as the
Committee deems appropriate, including, but not limited to, restrictions on
transferability and continued service as a member of the Board; provided,
however, that such terms, conditions, restrictions and/or limitations are not
inconsistent with the Plan. The Committee may accelerate the date a Stock Award
becomes transferable under such circumstances as it deems appropriate.
6.3 Stock Award Agreement. Any Stock Award granted under the Plan shall
be evidenced by a Stock Award Agreement which shall be signed by the Committee
and the Participant.
6.4 Rights as Shareholders. Notwithstanding any term, condition,
restriction and/or limitation with respect to a Stock Award granted under the
Plan but subject to the restrictions of Section 6.5 below, an Eligible Director
who has been granted a Stock Award shall be entitled to all of the rights of a
shareholder with respect to the shares underlying the Stock Award from the date
of grant, including voting rights and the rights to receive dividends and other
distributions. All shares of Common Stock or other securities paid on a Stock
Award shall be held by the Company and shall be subject to the same restrictions
as the Stock Award to which they relate.
<PAGE>
5
6.5 Automatic Restrictions. Unless otherwise provided by the Committee
in the Stock Award Agreement, each Stock Award shall be subject to a restriction
on transferability until the Vesting Date. During the period commencing on the
date of grant and ending on the Vesting Date, or unless and until the provisions
of the Plan relating to removal of restrictions have been satisfied, the shares
underlying the Stock Award may not be sold, assigned, pledged, encumbered,
hypothecated or transferred.
6.6 Vesting Date. Unless otherwise provided by the Committee in the
Stock Award Agreement and subject to Section 6.7 below, the Vesting Date for all
shares underlying Stock Awards granted to an Eligible Director shall be the date
of the Annual Meeting of Shareholders of the Company in the third calendar year
following the year of the Stock Award.
6.7 Removal of Restrictions. Unless otherwise provided in the Stock
Award Agreement, the restrictions on the shares underlying Stock Awards shall be
removed and lapse upon the earlier of (i) the applicable Vesting Date or (ii)
upon the occurrence of the death of the Eligible Director or his or her ceasing
to be a Director following a Change in Control. The foregoing notwithstanding,
shares underlying Stock Awards shall remain subject to the restrictions on
transferability set forth in this Section 6 for at least six months following
the date of such grant.
6.8 Forfeiture. Except as otherwise provided in the Stock Award
Agreement, an Eligible Director's Stock Award shall be forfeited to the Company
upon the Eligible Director's termination of service on the Board prior to his or
her Vesting Date for any reason other than those set forth in Section 6.7 above.
7. ISSUANCE, POSSESSION AND DELIVERY OF STOCK AWARDS
7.1 Stock Certificate. Each Stock Award granted under the Plan shall be
evidenced by the issuance of a Common Stock certificate registered on the
transfer ledgers of the Company in the name of the Eligible Director who was
granted the Stock Award effective as of the date such Stock Award was granted to
the Eligible Director pursuant to the Plan. Each such certificate shall bear an
appropriate legend referring to the restrictions applicable to the Stock Award.
7.2 Retention of Stock Certificate by Company. Possession of any
certificates representing shares underlying a Stock Award shall be retained by
the Company for the benefit of each Eligible Director until the restrictions
thereon have lapsed and been removed in accordance with Section 6.7 above.
Thereupon, the Company shall promptly deliver the certificates for such shares
to the Eligible Director; provided, however, if ever any federal, state or local
income or employment tax is required to be withheld from such shares, such
certificates shall be delivered only after the Eligible Director has paid (or
made provision for the payment of) the requisite amount.
<PAGE>
6
7.3 Fractional Shares. The Company shall promptly pay to an Eligible
Director the cash equivalent of any fractional shares which would otherwise be
acquired by the Eligible Director under the terms of the Plan.
7.4 Compliance with Securities Laws. Notwithstanding anything contained
in the Plan to the contrary, the issuance or delivery of any such shares of
Stock may be postponed for such period as may be required to comply with any
applicable requirements of any national securities exchange or any requirements
under any other law or regulation applicable to the issuance or delivery of such
shares. The Company shall not be obligated to issue or deliver any such shares
if the issuance or delivery thereof shall constitute a violation of any
provision of any law or of any regulation of any governmental authority or any
national securities exchange.
8. MISCELLANEOUS
8.1 Amendment and Termination. The Board may suspend or terminate the
Plan at any time with or without prior notice. In addition, the Board may, from
time to time and with or without prior notice, amend the Plan in any manner;
provided, however, that no amendment of the Plan, without the approval of the
shareholders of the Company, shall increase (except as provided in Section 5.2
above) the number of shares of Common Stock available for Stock Awards under the
Plan. Termination or amendment of the Plan by the Board shall not adversely
affect any then-existing Stock Award Agreement without the Participant's prior
written consent.
8.2 Amendments to Stock Award Agreement. The Committee may at any time
amend in writing any Stock Award Agreement by mutual agreement between the
Committee and the Participant or such other persons as may then have an interest
therein.
8.3 Listing of Shares and Related Matters. If at any time the Committee
shall determine that the listing, registration or qualification of the shares of
Common Stock subject to any Stock Award on any securities exchange or under any
applicable law, or the consent or approval of any governmental regulatory
authority, is necessary or desirable as a condition of, or in connection with,
the granting of a Stock Award or the issuance of shares of Common Stock
thereunder, such Stock Award may not be granted unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.
8.4 Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to
principles of conflict of laws, except as superseded by applicable federal law.
8.5 No Right, Title, or Interest in Company Assets. A Participant shall
not have any rights as a shareholder in his or her name. To the extent any
person acquires a right to receive payments from the Company under the Plan,
such rights shall be no greater than the rights of an unsecured creditor of the
Company and the Participant shall not have any rights in or against any specific
assets of the Company.
<PAGE>
7
8.6 No Guarantee of Tax Consequences. No person connected with the Plan
in any capacity, including, but no limited to, the Company and any Subsidiary
and their directors, officers, agents and employees makes any representation,
commitment, or guarantee that any tax treatment, including, but not limited to,
federal, state and local income, estate and gift tax treatment, will be
applicable with respect to amounts deferred under the Plan, or paid to or for
the benefit of a Participant under the Plan, or that such tax treatment will
apply to or be available to a Participant on account of participation in the
Plan.
8.7 Other Benefits. No Stock Award granted under the Plan shall be
considered compensation for purposes of computing benefits under any retirement
plan for the Company or any Subsidiary nor affect any benefits or compensation
under any other benefit or compensation plan of the Company or any Subsidiary
now or subsequently in effect.
<PAGE>
1
EXHIBIT 4.7
Plan for Granting Stock Options in Substitution for Stock Options
Granted by Texas Instruments Incorporated
Raytheon Company will grant options to purchase the Common Stock of
Raytheon Company ("Substitute Options") to individuals ("Optionees") in
substitution for options granted to Optionees by Texas Instruments Incorporated
with respect to shares of Common Stock of Texas Instruments Incorporated
("Original Options"). The Substitute Options will meet the following
requirements: 1) the excess of the aggregate fair market value over the
aggregate option price of the shares subject to the Substitute Options will be
no greater than the excess of the aggregate fair market value over the aggregate
option price of the shares subject to the Original Options; and 2) the
Substitute Options will not give Optionees additional benefits which they did
not have under the Optional Options.
<PAGE>
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EXHIBIT 4.8
Plan for Granting Stock Options in
Substitution for Stock Options Granted by
Hughes Electronics Corporation
Raytheon Company will grant options to purchase shares of the Class B
Common Stock of Raytheon Company ("Substitute Options") to individuals
("Optionees") in substitution for options granted to Optionees by Hughes
Electronics Corporation with respect to shares of General Motors Class H Common
Stock ("Original Options"). The Substitute Options will meet the following
requirements: (1) the excess of the aggregate fair market value over the
aggregate option price of the shares subject to the Substitute Options will be
no greater than the excess of the aggregate fair market value over the aggregate
option price of the shares subject to the Original Options; and (2) the
Substitute Options will not give Optionees additional benefits which they did
not have under the Optional Options.
<PAGE>
1
EXHIBIT 5.1
Raytheon Company
Executive Offices
141 Spring Street
Lexington, MA 02173
Tel 617.860.2103
Fax 617.860.3899
February 3, 1998
Raytheon Company
141 Spring Street
Lexington, MA 02173
Re: Registration Statement on Form S-8 under the Securities Act of 1933,
as amended
Ladies and Gentlemen:
I am Corporate Counsel to Raytheon Company, a Delaware corporation (the
"Company"), and as such, I, and other attorneys in this office, have
participated with the Company in the preparation for filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-8 (the "Registration Statement") covering an aggregate of 52,766,692 shares
(the "Shares") of the Company's Class B Common Stock, par value $.01 per share,
which Shares will be issued pursuant to the terms of one of the following plans:
(i) the Raytheon Company 1976 Stock Option Plan, (ii) the Raytheon Company 1991
Stock Plan, (iii) the Raytheon Company 1995 Stock Option Plan, (iv) the Raytheon
Company 1997 Nonemployee Directors Restricted Stock Plan, (v) a plan for
granting stock options in substitution for stock options granted by Texas
Instruments Incorporated and (vi) a plan for granting stock options in
substitution for stock options granted by Hughes Electronics Corporation
(individually, a "Plan" and, collectively, the "Plans"). In connection with
filing the Registration Statement, the rules and regulations of the Commission
require my opinion, in my capacity as Corporate Counsel of the Company, on the
matters set forth below.
In rendering this opinion, I, and other attorneys in this office, have
examined and relied upon originals or copies, certified or otherwise, of all
such corporate records, documents, agreements or other instruments of the
Company, and have made such investigation of law and have discussed with the
officers of the Company such questions of fact as we have deemed necessary or
appropriate. In rendering this opinion, I have relied upon certificates and
statements of officers and directors of the Company as to factual matters, and
have assumed the genuineness of all documents submitted as copies.
Based upon and subject to the foregoing, I am of the opinion that the
Shares will be, upon the issuance thereof pursuant to the terms of the
respective Plan, legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ John W. Kapples
John W. Kapples
JWK/jmh
<PAGE>
1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Raytheon Company and Subsidiaries Consolidated on Form S-8 of our report dated
January 20, 1997, except as to the information presented in note R for which the
date is February 23, 1997 on our audits of the consolidated financial statements
and financial statement schedule of Raytheon Company and Subsidiaries
Consolidated.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 30, 1998
<PAGE>
1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Raytheon Company (Raytheon) of our report dated February 18, 1997, with
respect to financial statements of the Defense Business of Texas Instruments
Incorporated included in Raytheon's Current Report on Form 8-K dated March 14,
1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG L.L.P.
Dallas, Texas
January 29, 1998
<PAGE>
1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Raytheon Company (the "Company") on Form S-8 of our report dated March 21, 1997
related to the combined financial statements of the Defense Business of Hughes
Electronics Corporation as of December 31, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996, appearing in former Raytheon
Company's (predecessor to the Company) Solicitation Statement/Prospectus filed
pursuant to Rule 424(b)(3) under the Securities Act of 1933 dated November 10,
1997.
DELOITTE & TOUCHE L.L.P.
Los Angeles, California
February 2, 1998
<PAGE >
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EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Peter R.
D'Angelo, Christoph L. Hoffmann and Thomas D. Hyde, and each of them singly,
acting alone and without the others, his/her true and lawful attorney-in-fact
with the authority to execute in the name and on behalf of each such person, and
to file with the Securities and Exchange Commission, Registration Statements on
Form S-8 in respect of the Registrant's employee benefit plans, together with
any exhibits and amendments thereto (including, without limitation,
post-effective amendments), to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and requirements
of the Securities and Exchange Commission in respect thereof, which amendments
may make such other changes in the Registration Statements as the aforesaid
attorney-in-fact executing the same deems appropriate and to do and perform
every act necessary and proper to be done in the exercise of the foregoing
powers as if such person were personally present.
/s/ Dennis J. Picard Chairman of the Board of December 31, 1997
Dennis J. Picard Directors and Chief Executive
Officer (Principal Executive
Officer) and Director
/s/ Peter R. D'Angelo Executive Vice President and December 31, 1997
Peter R. D'Angelo Chief Financial Officer
(Principal Financial Officer)
/s/ Michele C. Heid Vice President - Corporate December 31, 1997
Michele C. Heid Controller and Investor Relations
(Principal Accounting Officer)
/s/Ferdinand Colloredo-Mansfeld Director December 31, 1997
Ferdinand Colloredo-Mansfeld
Steven D. Dorfman Director
/s/ Theodore L. Eliot, Jr. Director December 31, 1997
Theodore L. Eliot
Thomas E. Everhart Director
/s/ John R. Galvin Director December 31, 1997
John R. Galvin
/s/ Barbara B. Hauptfuhrer Director December 31, 1997
Barbara B. Hauptfuhrer
<PAGE>
2
/s/ Richard D. Hill Director December 31, 1997
Richard D. Hill
/s/ L. Dennis Kozlowski Director December 31, 1997
L. Dennis Kozlowski
/s/ James N. Land, Jr. Director December 31, 1997
James N. Land, Jr.
/s/ A. Lowell Lawson Director December 31, 1997
A. Lowell Lawson
Charles H. Noski Director
/s/ Thomas L. Phillips Director December 31, 1997
Thomas L. Phillips
/s/ Warren B. Rudman Director December 31, 1997
Warren B. Rudman
/s/ Alfred M. Zeien Director December 31, 1997
Alfred M. Zeien
