<PAGE>
1
Registration No. 333-
As filed with the Securities and Exchange Commission on September 24, 1997
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 04-1760395
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
141 Spring Street, Lexington, Massachusetts 02173
(Address of Principal Executive Offices) (Zip Code)
Raytheon TI Systems Savings Plan
(Full title of the plans)
THOMAS D. HYDE
Vice President and General Counsel
RAYTHEON COMPANY
141 Spring Street
Lexington, Massachusetts 02173
(617) 862-6600
(Name and Address of Agent for Service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Title of Proposed Proposed Maximum Amount of
Securities Amount Maximum Aggregate Offering Registration
to be to be Offering Price Registration Price* Fee
Registered Registered Per Share*
- ------------------------------------------------------------------------------
Common Stock,
$1.00 par value 200,000 $59.75* $11,950,000* $3,621.21
per share shares
- ---------------
* 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 plan 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 Common Stock as reported on the New York Stock Exchange on
September 24, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of interests to be
offered pursuant to the employee benefit plan described herein.
<PAGE>
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents filed by Raytheon Company (the "Registrant")
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement: (1) the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (2) the
Registrant's Quarterly Report on Form 10-Q for the period ended March 30, 1997;
(3) the Registrant's Quarterly Report on Form 10-Q for the period ended June 29,
1997; (4) the Registrant's Current Report on Form 8-K dated January 6, 1997;(5)
the Registrant's Current Report on Form 8-K dated January 17, 1997; (6) the
Registrant's Current Report on Form 8-K dated May 23, 1997; (7) the Registrant's
Current Report on Form 8-K dated July 23, 1997; (8) the Registrant's Current
Report on Form 8-K dated August 8, 1997; (9) all reports previously filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December
31, 1996; and (10) the description of the Common Stock contained in the
Registrant's registration statement filed with the SEC under Section 12(g) of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
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
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
reads as follows:
"(a) A corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
<PAGE>
3
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication or liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
<PAGE>
4
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans, references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith an in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
<PAGE>
5
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligations to advance expenses (including attorneys'
fees.)"
Article 7 of the Registrant's Bylaws provides as follows:
"Section 7.1. Litigation Brought By Third Parties. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, formal or informal
(other than an action by or in the right of the Corporation) (an "Action") by
reason of the fact that he or she is or was a director or officer of the
Corporation (a "Corporate Person"), or is or was serving at the request of the
Corporation as a director, officer, employee, agent, partner, trustee or member
or in another authorized capacity (collectively, an "Authorized Capacity") of or
for another corporation, unincorporated association, business trust,
partnership, joint venture, employee benefit plan, individual or other legal
entity, whether or not organized or formed for profit (collectively, "Another
Entity"), against expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such Action ("Expenses") if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any Action by judgment, order, settlement,
conviction, or upon a plea or nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe his or her conduct was unlawful.
Section 7.2. Litigation by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any Action by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a Corporate
Person, or is or was serving at the request of the Corporation in any Authorized
Capacity of or for Another Entity against Expenses actually and reasonably
incurred by him or her in connection with the defense or settlement of such
Action if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to misconduct in the performance of his or her duty to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such Action was pending shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of equity or other court
shall deem proper.
<PAGE>
6
Section 7.3. Successful Defense. To the extent that a person who is or
was a Corporate Person or who is or was serving in an Authorized Capacity of or
for Another Entity at the request of the Corporation and has been successful on
the merits or otherwise in defense of any Action referred to in Section 7.1 or
7.2 of this Article, or in defense of any claim, issue or matter therein, he or
she shall be indemnified against Expenses actually and reasonably incurred by
him or her in connection therewith.
Section 7.4. Determination of Conduct. Any indemnification under
Section 7.1 or 7.2 of this Article (unless ordered by a court) shall be made by
the Corporation only upon a determination that indemnification of the person is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in said Sections 7.1 or 7.2. Such determination shall be made
(a) by the Board of Directors by a majority vote consisting of directors not at
the time parties to such action, suit or proceeding, even though less than a
quorum, or (b) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (c) by the stockholders.
Section 7.5. Advance Payment. The Corporation shall advance Expenses
reasonably incurred by any Corporate Person in any Action in advance of the
final disposition thereof upon the undertaking of such party to repay the
advance unless it is ultimately determined that such party is entitled to
indemnification hereunder, if (a) the indemnitee furnishes the Corporation a
written affirmation of his or her good faith belief that he or she has satisfied
the standard of conduct in Section 7.1 or 7.2 and (b) a determination is made by
those making the decision pursuant to Section 7.4 that the facts then known
would not preclude indemnification under these By-Laws.
Section 7.6. By-Law Not Exclusive. The indemnification provided by this
Article 7 shall not be deemed exclusive of any other rights to which any person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee, agent or participant and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 7.7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Corporate Person or is or was
serving at the request of the Corporation in an Authorized Capacity of or for
Another Entity against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article or the General
Corporation Law of the State of Delaware.
Section 7.8. Further Indemnification. The Chairman may grant to any
employee or agent of the Corporation or its affiliates rights to indemnification
and to be paid expenses incurred in defending any proceeding in advance of its
final disposition.
<PAGE>
7
Section 7.9. Definition of Corporation. For purposes of this Article 7,
references to "the Corporation" shall include, in addition to the surviving or
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article 7 with respect to the surviving or resulting corporation as he
or she would have with respect to such constituent corporation if its separate
existence had continued.
Section 7.10. Change in Law. Notwithstanding the foregoing provisions
of Article 7, the Corporation shall indemnify any person who is or was a
Corporate Person or is or was serving at the request of the Corporation in an
Authorized Capacity of or for Another Entity to the full extent permitted by the
General Corporation Law of the State of Delaware or by any other applicable law,
as may from time to time be in effect.
Section 7.11. Jurisdiction in Court of Chancery. The Delaware Court of
Chancery is hereby vested with exclusive jurisdiction to hear and determine all
actions for advancement of expenses or indemnification brought under Section
145, Chapter 1, Title 8, Delaware Code or these By-Laws or under any agreement,
vote of stockholders or disinterested directors, or otherwise. The Delaware
Court of Chancery may summarily determine the Corporation's obligation to
advance Expenses."
Subparagraph 11 of Article Ninth of Registrant's Restated Certificate
of Incorporation provides as follows:
"No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware Corporation Law hereafter is amended
to authorize, with the approval of the Corporation's stockholders, further
reductions in the liability of a Corporation's directors for breach of fiduciary
duty, then a director of the Corporation shall not be liable for any such breach
to the fullest extent permitted by the Delaware Corporation Law as so amended.
No amendment to alter or repeal this subparagraph 11 shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment."
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
8
Item 8. Exhibits
The following exhibits are part of this Registration Statement:
4.1 Raytheon Company Restated Certificate of Incorporation, as
amended through September 27, 1995, heretofore filed as an exhibit
to Raytheon's Form 10-Q for the quarter ended October 1, 1995,
is hereby incorporated by reference.
4.2 Raytheon Company Amended and Restated By-Laws, heretofore filed as
an exhibit to Raytheon's Form 10-Q for the quarter ended October 1,
1995, are hereby incorporated by reference.
4.3 Raytheon TI Systems Savings Plan.
5.1 Opinion of John W. Kapples, Esq. as to the legality of the
securities being registered.
5.2 An undertaking that the Registrant will submit or has submitted
the plan to the Internal Revenue Service in a timely manner and has
made or will make all changes required by the Internal Revenue
Service in order to qualify the plan.
23.1 Consent of John W. Kapples, Esq. (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature pages of the
Registration Statement).
Item 9. Undertakings
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 to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this 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;
<PAGE>
9
(4) 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 this 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; and
(5) 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
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.
SIGNATURES
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 27th day of August 1997.
RAYTHEON COMPANY
By: /s/ Christoph L. Hoffmann
Christoph L. Hoffmann
Executive Vice President, Law
and Corporate Administration and
Secretary
<PAGE>
10
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Peter R.
D'Angelo and Christoph L. Hoffmann, and each of them singly, acting alone and
without the other, his/her true and lawful attorney-in-fact with the authority
to execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including without limitation post-effective
amendments) to this Registration Statement on Form S-8 necessary or advisable 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 Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
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 August 27, 1997
Dennis J. Picard Directors and Chief Executive
Officer (Principal Executive
Officer) and Director
/s/Peter R. D'Angelo Vice President, Chief August 27, 1997
Peter R. D'Angelo Financial Officer
(Principal Financial Officer)
/s/Michele C. Heid Vice President - Corporate August 27, 1997
Michele C. Heid Controller and Investor Relations
(Principal Accounting Officer)
/s/Charles F. Adams Director August 27, 1997
Charles F. Adams
/s/Francis H. Burr Director August 27, 1997
Francis H. Burr
/s/Ferdinand Colloredo-Mansfeld Director August 27, 1997
Ferdinand Colloredo-Mansfeld
/s/Theodore L. Eliot, Jr. Director August 27, 1997
Theodore L. Eliot, Jr.
/s/John R. Galvin Director August 27, 1997
John R. Galvin
/s/Barbara B. Hauptfuhrer Director August 27, 1997
Barbara B. Hauptfuhrer
<PAGE>
11
/s/Richard D. Hill Director August 27, 1997
Richard D. Hill
/s/L. Dennis Kozlowski Director August 27, 1997
L. Dennis Kozlowski
/s/James N. Land, Jr. Director August 27, 1997
James N. Land, Jr.
/s/A. Lowell Lawson Director August 27, 1997
A. Lowell Lawson
/s/Thomas L. Phillips Director August 27, 1997
Thomas L. Phillips
/s/Warren B. Rudman Director August 27, 1997
Warren B. Rudman
/s/Joseph J. Sisco Director August 27, 1997
Joseph J. Sisco
/s/Alfred M. Zeien Director August 27, 1997
Alfred M. Zeien
<PAGE>
1
Exhibit List
Exhibit No. Description of Documents
4.3 Raytheon TI Systems Savings Plan for Directors
5.1 Opinion of John W. Kapples as to the legality of the securities
being registered.
23.1 Consent of John W. Kapples (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature pages of the
Registration Statement).
<PAGE>
1
EXHIBIT 4.3
RAYTHEON TI SYSTEMS SAVINGS PLAN
Provisions in Effect as of July 11, 1997
RAYTHEON TI SYSTEMS, INC., a corporation with its principal office in
Lexington, Massachusetts , hereinafter sometimes referred to as "RTIS," does
hereby establish and adopt the Raytheon TI Systems Savings Plan.
In accordance with the foregoing and pursuant to resolutions adopted by
the Board of Directors of the Employer, the Employer hereby adopts the following
Raytheon TI Systems Savings Plan, effective July 8, 1997, subject to the
approval of the Internal Revenue Service.
ARTICLE I - NAME OF PLAN
1.1 Name of Plan. This plan shall be known as the RAYTHEON TI
SYSTEMS SAVINGS PLAN, hereinafter referred to as the "Plan."
ARTICLE II - DEFINITIONS
Where used in this Plan, unless the context otherwise requires, or
unless otherwise expressly provided herein, the following terms shall have the
meaning described in this Article II. Where the context admits, the masculine
shall include the feminine and the singular shall include the plural, and vice
versa.
2.1 Affiliated Company. Any corporation which is a member of a
controlled group of corporations with RTIS (within the meaning of section 414(b)
of the Code) or any partnership, joint venture or other business organization
(whether or not incorporated) which is under common control or is affiliated
with RTIS (within the meaning of section 414(c) of the Code), or any member of
an affiliated service group (within the meaning of section 414(m) of the Code)
of which RTIS is a member, provided that in Sections 4.6(b) and 4.6(f) hereof
the term "Affiliated Company" shall be defined by substituting the phrase "more
than 50 percent" for the phrase "at least 80 percent" wherever such phrase
appears in section 414(b) or (c) of the Code and the regulations thereunder.
2.2 Allocated Stock. Shares of Raytheon Stock held by the Trustee under
the Trust that are attributable to that portion of a Participant's Cash or
Deferred Account invested in the Raytheon Stock Fund.
2.3 Alternate Payee. Any spouse, former spouse, child, or other
dependent of a Participant who has provided the Plan with his or her social
security number and who is recognized under a Qualified Domestic Relations Order
as having a right to receive all, or a portion of, the benefits payable under
this Plan with respect to such Participant.
<PAGE>
2
2.4 Annual Additions. The sum of the following amounts allocated to a
Participant's accounts in all defined contribution plans maintained by an
Employer:
(a) Employer contributions;
(b) Forfeitures;
(c) Employee contributions;
(d) Amounts allocated to an individual medical account as
defined in section 415(l)(2) of the Code, which is part of a pension or annuity
plan maintained by the Employer; and
(e) Amounts derived from contributions which are attributable
to post-retirement medical benefits allocated to the separate account of a Key
Employee under a welfare benefit plan (as defined in section 419(e) of the Code)
maintained by the Employer. The percentage limitation referred to below shall
not apply to (1) any contribution for medical benefits within the meaning of
section 4129A(f)(2) of the Code after separation from service which is otherwise
treated as an "annual addition" or (2) any amount otherwise treated as an annual
addition under section 415(l)(1) of the Code.
2.5 Balanced Fund. A portion of the Trust Fund in which a Participant
may elect to invest all or a portion of his or her Cash or Deferred Account.
Assets in the Balanced Fund shall be invested primarily in a combination of
common stocks and government and corporate bonds, including, without limitation,
index funds and mutual funds.
2.6 Beneficiary.
(a) The spouse of the Participant who is married to the
Participant at the time of the Participant's death, or any person or persons
named by a Participant who is not married as his or her Beneficiary,
co.Beneficiary, or contingent Beneficiary. A married Participant shall be
entitled to designate one or more Beneficiaries or contingent Beneficiaries
other than the Participant's spouse to receive any amount payable by the Trust
in the event of his or her death and from time to time to change such
designation. Such designation shall not take effect unless:
(1) the spouse of the Participant consents in writing to such designation
and the spouse's consent acknowledges the effect of such designation and is
witnessed by a Plan representative or a notary public, or
<PAGE>
3
(2) the Participant establishes to the satisfaction of a Plan
representative that such spouse's consent may not be obtained because there is
no spouse or because the spouse cannot be located.
(b) Any consent by a spouse (or the establishment that a
consent of a spouse may not be obtained) shall be effective only with respect to
that spouse and any such consent by a spouse may be revoked by such spouse by
filing prior to the Termination of Employment of the Participant a revocation in
such form and manner as the Committee shall specify. The Plan representatives
may rely on the representations by the Participant as to whether the Participant
has no spouse or the spouse cannot be located and shall have no liability for
such reliance except as required by Part 4 of Title I of ERISA. All beneficiary
designations shall be made in accordance with such rules and regulations as the
Committee shall prescribe.
Unless otherwise designated by the Participant in accordance with this section,
a Participantis Beneficiary shall be the same person or persons that such
Participant designated as a beneficiary under the TI Employees Universal Profit
Sharing Plan, as such classification existed immediately before the adoption of
the Plan.
(d) A person who is an Alternate Payee under a Qualified
Domestic Relations Order shall be considered a Beneficiary for purposes of this
Plan.
2.7 Board of Directors. The Board of Directors of RTIS unless
specifically stated otherwise.
2.8 Bond Fund. A portion of the Trust Fund in which a Participant may
elect to invest all or a portion of his or her Cash or Deferred Account. Assets
in the Bond Fund shall be invested primarily in U.S government and corporate
bonds including, without limitation, index funds and mutual funds.
2.9 Break in Credited Service. A 12 consecutive month period commencing
on an Employee's Date of Employment or any anniversary of such date during which
the Employee has no Hours of Service.
2.10 Cash or Deferred Account. The account of a Participant in which
is recorded the Participant's interest in the Trust Fund attributable to:
(a) Employer CODA Contributions and Employer Matched Savings
Contributions;
(b) Participant Rollover Contributions; and
(c) amounts transferred to the Participant's Cash or Deferred
Account pursuant to the provisions of Section 5.3 hereof.
<PAGE>
4
2.11 Child Birth or Adoption Absence. Absence from work (which is not a
Leave of Absence) by reason of pregnancy of the Employee, the birth of a child
of the Employee, the placement of a child with the Employee in connection with
the adoption of such child by the Employee, or for purposes of caring for such
child for a period beginning immediately following such birth or placement.
2.12 Code. The Internal Revenue Code of 1986, as amended from time to
time.
2.13 Committee. The RTIS Employee Benefits Administration Committee.
2.14 Compensation.
(a) The total earnings not in excess of $150,000 as adjusted
from time to time by the Secretary of the Treasury or his or her delegate for
increases in the cost-of-living pursuant to the provisions of section 415(d) of
the Code, paid by an Employer to an Employee during the year that are not
excluded below.
(b) Subject to the limitations contained in this definition,
Compensation shall mean pay received by an Employee including but not limited
to:
(1) base pay
(2) overtime premiums;
(3) sales bonuses;
(4) performance premiums;
(5) earnings which an Employee elects to have the Employer contribute under
the Cash or Deferred Account or contribute to payment of Employee insurance
premiums;
(6) premiums paid in addition to base salary to compensate for assignments
involving hazardous duty, hardship, inconvenience, or other unusual job factors
not excluded below;
(7) earnings paid by a foreign or domestic subsidiary to a United States
citizen treated as an Employee of RTIS as provided in Section 2.29 hereof;
(8) payments for hours during which no duties are performed and for which an
Employee is paid or entitled to payment to the extent such hours are credited
pursuant to Section 2.36 below, and
(9) earnings which an Employee elects to have the Employer contribute as
compensation reductions pursuant to the Raytheon TI Systems Employees Health
Benefit Plan; and
<PAGE>
5
(c) The following items shall be excluded from Compensation:
(1) travel expenses;
(2) resettlement allowances and amounts paid to reimburse the Employee for
expenses incurred as a result of a change in location of job assignment, such as
moving and other transfer expenses;
(3) other payments of or reimbursements for expenses incurred by the
Employee on behalf of the Employer;
(4) differentials paid in addition to base salary to compensate for
differences in living costs;
(5) income realized by an Employee from the exercise of an Employee stock
option, whether restricted, qualified, incentive or nonqualified, or from
disposition of Raytheon Stock acquired upon exercise of an option;
(6) all payments in cash or property that constitute perquisites or
Employee benefits that are not specifically based on services rendered but
solely on status as an employee;
(7) the market value of catalog points awarded and perfect attendance
awards; and
(8) separation pay, severance pay, and similar payments made as a
result of, or in anticipation of, a Termination of Employment.
(d) If an Employee is terminated and subsequently reemployed
in the same year, all Compensation in that year shall be included, and when
determining the Employer Matched Savings Contributions in accordance with the
provisions of Section 4.2, Compensation shall include only Compensation received
by the Participant after the date the Participant first became eligible for such
Employer contributions.
2.15 Computation Period. The 12 consecutive month period beginning with
an Employee's Date of Employment or any anniversary thereof.
2.16 Date of Employment. The date a person first becomes an Employee,
except that in the case of (i) an Employee who has incurred a Break in Credited
Service prior to becoming a Participant in a Plan Account and (ii) an Employee
who has incurred five consecutive Breaks in Credited Service after becoming a
Participant in a Plan Account, the most recent date upon which such Employee
again became an Employee after the Break or Breaks in Credited Service shall be
that Participant's Date of Employment.
2.17 Deferred Compensation Agreement. An agreement in such form as the
Committee shall prescribe which a Participant enters into whereby the
Participant:
<PAGE>
6
(a) assents to the terms and conditions of this Plan;
(b) agrees to accept the same and be bound thereby on behalf of himself or
herself, his or her Beneficiaries and his or her personal representatives; and
that such agreement shall survive any revocation or amendment and remain in full
force and effect so long as the Participant is a Participant in this Plan, and
(c) elects to have his or her Employer make Employer CODA Contributions in
lieu of cash payment to the Participant subject to such terms and conditions and
limitations, as may be prescribed from time to time by the Committee.
2.18 Defined Benefit Fraction. A fraction, the numerator of which is
the projected retirement benefit of the Participant under all defined benefit
plans maintained by an Employer, Subsidiary, or Affiliated Company which are
qualified under section 401(a) of the Code (determined as of the close of the
year), and the denominator of which is the lesser of (i) the product of 1.25
multiplied by the dollar limitation in effect for such year under subsection
415(b)(1)(A) of the Code, or (ii) the product of 1.4 multiplied by the amount
which may be taken into account under subsection 415(b)(1)(B) of the Code with
respect to such Participant for such year.
2.19 Defined Contribution Fraction. A fraction, the numerator of which
is the sum of all of the Participant's Annual Additions for the year and all
prior years of service with an Employer, Subsidiary, or Affiliated Company, and
the denominator of which is the sum of the lesser of the following amounts
determined for such year and each prior year of service with an Employer,
Subsidiary, or Affiliated Company: (i) the product of 1.25 multiplied by the
amount specified in Section 4.5.1(b)(1) hereof in effect for such year, or (ii)
the product of 1.4 multiplied by the amount specified in Section 4.5.1(b)(2)
hereof in effect for such year.
2.20 Depository Fund. That portion of the Trust Fund attributable to
Employer CODA Contributions and Employer Matched Savings Contributions, other
than the assets invested in the Participant Investment Funds, and earnings and
increases thereon. Employer CODA Contributions and Employer Matched Savings
Contributions and earnings thereon shall be invested in the Depository Fund
until invested in the Participant Investment Funds by the Trustee in accordance
with Section 4.9 hereof. Assets in the Depository Fund shall be invested for
short term purposes in bonds, notes and other evidences of indebtedness having a
maturity date not beyond one year from the date of purchase, United States
Treasury bills, commercial paper, bankers' acceptances and certificates of
deposit, and undivided interests or participation therein and (if subject to
withdrawal on a daily basis) participation in common or collective funds
composed thereof.
<PAGE>
7
2.21. Determination Date. The last day of the preceding Plan Year.
2.22 Determination Year. The Plan Year for which testing is being
performed pursuant to Article IV hereof.
2.23 Direct Rollover. A payment by the Plan to the Eligible Retirement
Plan specified by the Distributee.
2.24 Distributee. A Participant, the surviving spouse of a Participant,
or the former spouse of a Participant who is an Alternate Payee under a
Qualified Domestic Relations Order.
2.25 Domestic Relations Order. Any judgment, decree, or order
(including approval of a property settlement agreement) of any court of
competent jurisdiction which relates to the provision of child support, alimony
payments, or marital property rights to a spouse, former spouse, child, or other
dependent of a Participant, and is made pursuant to a state domestic relations
law (including a community property law).
2.26 Earliest Retirement Age. The earliest of (i) the date on which the
Participant is entitled to a distribution under Article VII, or (ii) the later
of (1) the date the Participant attains age 50, or (2) the earliest date on
which the Participant could begin receiving benefits under the Plan following a
Termination of Employment.
2.27 Eligible Retirement Plan.
(a) Any of the following that accepts the Distributee's Eligible
Rollover Distribution:
(1) an individual retirement account described in section 408(a) of the
Code;
(2) an individual retirement annuity described in section 408(b) of the
Code;
(3) an annuity plan described in section 403(a) of the Code; or
(4) a qualified trust described in section 401(a) of the Code.
(b) In the case of an Eligible Rollover Distribution to the
surviving spouse, an Eligible Retirement Plan is an individual retirement
account or individual retirement annuity.
2.28 Eligible Rollover Distribution. Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an eligible
rollover distribution does not include:
<PAGE>
8
(a) any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or joint life expectancies)
of the Distributee and the Distributee's Beneficiary, or for a specified period
of ten years or more;
(b) any distribution to the extent such distribution is required under section
401(a)(9) of the Code; and
(c) the portion of any distribution that is not included in gross income
(determined without regard to the exclusion for net unrealized appreciation with
respect to Employer securities.)
2.29 Employee.
(a) Any Employee of any Employer, whether full-or part-time,
but shall exclude:
(1) all employees who do not reside within and at the same time are not
citizens of the United States, unless otherwise agreed upon under special
agreements providing for participation in this Plan;
(2) all persons engaged for assignments for whatever period under special
agreements providing for exclusion from participation in this Plan;
(3) leased employees within the meaning of sections 414(n)(2) and 414(o)(2)
of the Code; and
(4) all persons who are listed on the Employer's records as an individual
contractor or an Employee of another company, even if that person is
subsequently determined to be a common-law employee.
(b) Notwithstanding any provisions of this Plan to the
contrary, a United States citizen who is an employee, whether full or part-time,
either of a foreign subsidiary as such term is defined in section 406(a) of the
Code to which an agreement entered into by RTIS under section 3121(1) of the
Code is applicable, or of a domestic subsidiary, as such term is defined in
section 407(a) of the Code, shall be treated as an Employee of RTIS for all
purposes of this Plan if no contribution under a funded plan of deferred
compensation is provided by any person other than RTIS with respect to the
remuneration paid to such United States citizen by such foreign or domestic
subsidiary which is his or her Employer.
2.30 Employer. Raytheon TI Systems and any other corporation which
may become a party to this Plan.
<PAGE>
9
2.31 Employer CODA Contributions. Employer contributions to the Cash or
Deferred Accounts of Participants in accordance with the provisions of Section
4.1 hereof.
2.32 Employer Matched Savings Contributions. Employer contributions
to the Cash or Deferred Accounts of Participants in accordance with the
provisions of Section 4.2 hereof.
2.33 Equity Fund. A portion of the Trust Fund in which a Participant
may elect to invest all or a portion of his or her Cash or Deferred Account.
Assets in the Equity Fund shall be invested primarily in equity securities or
other investments including, without limitation, index funds and mutual funds.
2.34 ERISA. Public Law No. 93-406, the Employee Retirement Income
Security Act of 1974, as amended from time to time.
2.35 415 Compensation.
(a) (1) A Participant's wages, salaries, fees for professional
services and other amounts received (without regard to whether or not an amount
is paid in cash) for personal services actually rendered in the course of
employment with the Employer to the extent that the amounts are includable in
gross income (including but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips, bonuses, fringe benefits and reimbursements or
other expense allowances under a nonaccountable plan (as described in section
1.62.2(c) of the regulations under section 62 of the Code);
(2) amounts received through accident or health insurance
for death, personal injuries or sickness (other than amounts received by an
Employee, to the extent such amounts (1) are attributable to contributions by
the Employer which were not includable in the gross income of the Employee, or
(2) are paid by the Employer; provided that amounts received under an accident
or health plan for Employees and amounts received from a sickness and disability
fund for Employees maintained under the law of a state or the District of
Columbia shall be treated as amounts received through accident or health
insurance and amounts paid to highly compensated individuals under a
discriminatory self-insured medical expense reimbursement plan (as such term is
defined in section 105(h) of the Code) shall be considered Compensation, but
only to the extent that these amounts are includable in the gross income of the
Employee;
(3) moving expenses incurred by the Employee, but only to
the extent that at the time of the payment it is reasonable to believe that
these amounts are not deductible by the Employee under section 217 of the Code;
(4) the value of a non-qualified stock option granted to an
Employee, but only to the extent that the value of the option is includable in
the gross income of the Employee for the taxable year in which granted; and
<PAGE>
10
(5) the amount includable in the gross income of an
Employee upon making the election described in section 83(b) of the Code.
(b) 415 Compensation shall not include any other forms of
remuneration, including but not limited to:
(1) contributions made by the Employer to a plan of
deferred compensation to the extent that before the application of the
limitations contained in section 415 of the Code to that plan, the contributions
are not includable in the gross income of the Employee for the taxable year in
which contributed, provided that any distributions from a plan of deferred
compensation are not considered Compensation regardless of whether such amounts
are includable in the gross income of the Employee when distributed, and
provided further that any amounts received by an Employee pursuant to an
unfunded non-qualified plan are permitted to be considered as Compensation for
the year in which the amounts are includable in the gross income of the
Employee;
(2) amounts realized from the exercise of a non-qualified
stock option or when restricted stock or property held by an Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;
(3) amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option;
(4) other amounts which receive special tax benefits such
as premiums for group-term life insurance (but only to the extent that the
premiums are not includable in the gross income of the Employee), or
contributions made by an Employer towards the purchase of an annuity contract
described in section 403(b) of the Code (whether or not made under a salary
reduction agreement and whether or not the contributions are excludable from the
gross income of the Employee.
(c) In the case of (1) an Employee of two or more corporations
which are members of a controlled group of corporations or of two or more trades
or businesses (whether or not incorporated) that are under common control (as
those terms are defined in section 414(b) of the Code as modified by section
415(h) of the Code), or two or more members of an affiliated service group as
defined in section 414(m) of the Code; and (2) an Employee of two or more
members of any group of Employers who must be aggregated and treated as one
Employer pursuant to section 414(o) of the Code, the term "415 Compensation" for
such Employee includes compensation from all Employers that are members of the
group, regardless of whether the Employee's particular Employer has a qualified
plan.
2.36 Growth Stock Fund. A portion of the Trust Fund in which a
Participant may elect to invest all or a portion of his or her Cash or Deferred
Account. Assets in the Growth Stock Fund shall be invested primarily in stocks
of companies whose earnings are growing faster than average with an emphasis on
long-term price appreciation, including, without limitation, index funds and
mutual funds.
<PAGE>
11
2.37 Highly Compensated Employee.
(a) Any Employee who:
(1) is a five percent owner at any time during the Plan Year
or the preceding Plan Year; or
(2) for the preceding Plan Year:
(i) received Compensation in excess of the amount
specified in section 414(q)(1)(B)(i) of the Code; and
(ii) if the Employer so elects, in accordance with section
414(1)(1)(B)(ii) of the Code, was a member of the Top-Paid Group for such
preceding Plan Year.
(b) Former Employees will be treated as Highly Compensated
Employees if the former Employee was a Highly Compensated Employee at the time
of his or her separation from service or the former Employee was a Highly
Compensated Employee at any time after attaining age 55.
(c) The term iTop-Paid Groupi for any year includes Employees in
the group of Employees specified in section 414(q)(4) of the code, which
consists of the top 20 percent of Employees when ranked on the basis of
Compensation paid during such year.
(d) In determining the number of Employees in the Top-Paid Group
or the number of officers taken into account under subsection (c) of this
section, nonresident aliens with no earned income from the Employer that
constitutes income from sources within the United States shall not be treated as
Employees and (unless the Employer elects otherwise) the following Employees
shall be excluded:
(1) Employees with fewer than six months of service;
(2) Employees who normally work fewer than 17( hours per week;
(3) Employees who normally work during not more than six
months during the year;
(4) Employees who have not attained age 21; and
(5) (to the extent permitted by regulation) Employees who are
included in a unit of Employees covered by a collective bargaining agreement
with the Employer.
<PAGE>
12
(e) The dollar amounts incorporated under subsection (a)(2)(A)
shall be adjusted as provided in section 414(q)(1) of the Code.
(f) For purposes of this section, the term "Compensation" means
compensation as defined under section 415(c)(3) of the Code, without regard to
sections 125, 402(a)(8)) and 402(h)(1)(B) of the Code and without regard to
salary reduction contributions under section 403(b) of the Code. For Plan Years
beginning after December 31, 1997, the term "Compensation" means compensation as
defined under section 415(c)(3) of the Code.
(g) This section shall be interpreted in a manner consistent with
section 414(q) of the Code and the regulations thereunder and shall be
interpreted to permit any elections permitted by such regulations to be made.
2.38 Hour of Service.
(a) Each hour of an individual's employment with the Employer
(including an Affiliated Company), which are members of a controlled group
including an Employer under this Plan or which are under common control with an
Employer under this Plan within the meaning of sections 414(b) and (c) of the
Code, for which the Employee is directly or indirectly paid or entitled to
payment from an Employer or Affiliated Company and for an Employee described in
subsection (b)(5) below each hour during which he is on Leave of Absence.
(b) Employees shall receive credit for Hours of Service as
follows:
(1) Employees whose pay is determined on the basis of
certain amounts for each hour worked and who are regularly scheduled to work
less than 40 hours per week shall receive credit for the number of Hours of
Service completed during each week of employment;
(2) Employees whose pay is determined on the basis of
certain amounts for each hour worked and who are regularly scheduled to work
more than 39 hours per week shall receive credit for the greater of 40 Hours of
Service for each week of employment or the number of Hours of Service completed
during the week;
(3) Employees whose pay is not determined on the basis of
certain amounts for each hour worked shall receive credit for 45 Hours of
Service for each week of employment;
(4) Employees whose pay is not determined on the basis of
certain amounts for each hour worked and who have entered into an agreement with
their Employer to work a schedule that is less than 40 hours per week shall be
credited with Hours of Service by multiplying 40 hours by the quotient obtained
when such Employee's Compensation for that month is divided by the lowest
full-time rate of pay for that Employee for the month; and
<PAGE>
13
(5) Employees who were regularly scheduled to work at least
40 hours per week prior to the commencement of a Leave of Absence shall receive
credit for 40 Hours of Service for each week or one-seventh of 40 Hours of
Service for each day of the Leave of Absence.
(c) Each hour of a Child Birth or Adoption Absence shall be
deemed an Hour of Service and each hour during which no duties are performed for
which an Employee is paid or entitled to payment by an Employer or Affiliated
Company, or by a trust or insurance company to which an Employer or Affiliated
Company makes contributions, due to vacation, holiday, illness, incapacity
(including disability), furlough, reduction in force, layoff, jury duty,
military duty or Leave of Absence shall be deemed an Hour of Service; provided
that, no more than 501 Hours of Service shall be credited to any Employee for a
Child Birth or Adoption Absence or for a single continuous period in which the
Employee is paid or entitled to payment and no duties are performed unless such
Hours of Service are credited pursuant to another paragraph in this Section.
(d) Each hour for which back pay, irrespective of mitigation
of damages, is awarded or agreed to by an Employer or Affiliated Company shall
be deemed an Hour of Service.
(e) Employees shall not be credited with more than one Hour of
Service for any hour of employment.
(f) Hours of Service shall be credited to the Computation
Period during which such hours occur. Hours for a period during which no duties
are performed for which an Employee is paid or entitled to payment not based on
units of time shall be credited to the first of two Computation Periods during
which such period occurs if such period extends beyond one Computation Period.
Hours of Service for Child Birth or Adoption Absence shall be credited to the
Computation Period in which the absence begins if the Participant is prevented
from incurring a Break in Credited Service during such Computation Period solely
by such credit, otherwise, such Hours of Service shall be credited to the
immediately following Computation Period and Hours of Service for which back pay
is awarded or agreed to shall be credited to the Computation Period for which
the back pay was awarded instead of the Computation Period in which paid. Hours
of Service for periods during which no duties are performed shall be determined,
and shall be credited to Computation Periods, in a manner consistent with the
requirements of Department of Labor Regulations section 2530.200b.2(b) and (c).
2.39 Income Fund. A portion of the Trust Fund in which a Participant
may elect to invest all or a portion of his or her Cash or Deferred Account.
Assets in the Income Fund shall be invested primarily in securities and other
investments, including without limitation index funds and mutual funds, with
emphasis on current income and preservation of principal.
<PAGE>
14
2.40 International Stock Fund. A portion of the Trust Fund in which a
Participant may elect to invest all or a portion of his or her Cash or Deferred
Account. Assets in the International Stock Fund shall be invested primarily in
non-U.S. equity securities and debt obligations of companies and governments or
other investments including, without limitation, index funds and mutual funds.
2.41 Investment Contract Fund. A portion of the Trust Fund in which a
Participant may elect to invest all or a portion of his or her Cash or Deferred
Account. Assets in the Investment Contract Fund shall be invested primarily in
contracts with insurance carriers and financial institutions and in fixed-income
securities which are subject to contracts protecting book value for early
withdrawals.
2.42 Key Employee.
(a) Any of the Participants in this Plan or any of the
participants in any plan required to be considered for purposes of Section 16.5
hereof, who, during the Plan Year or any of the preceding four Plan Years:
(1) is an officer of an Employer under this Plan or an
Employer under such other plans ("employer" hereafter) having annual
Compensation exceeding 50 percent of the amount in effect under section
415(b)(1)(A) of the Code for any such Plan Year provided that not more than 50
employees (or, if lesser, the greater of three employees or ten percent of all
employees of an employer) shall be considered Key Employees pursuant to this
clause;
(2) one of the ten Employees owning (or considered as
owning within the meaning of section 318 of the Code) both more than one-half
percent interest and one of the ten largest interests in an Employer;
(3) a five-percent owner of an Employer within the
meaning of section 416(i)(1)(B) of the Code, or
(4) a one-percent owner of an Employer within the meaning
of section 416(i)(1)(B) of the Code.
(b) For purposes of determining five-percent and one-percent
owners, neither the aggregation rules nor the rules of section 414(b), (c), and
(m) of the Code apply.
2.43 Leave of Absence. Absence by reason of:
(a) temporary disability;
(b) temporary layoff;
<PAGE>
15
(c) any period of service in the armed forces of the United
States, or, if a Participant is a national of a country other than the United
States, in the armed forces of the country of which the Participant is a
national;
(d) any period of employment with any Affiliated Company not a
party to this agreement (other than employment specified in Section 2.29(b)
hereof); and
(e) any other absence so designated by the Employer.
2.44 Market Value. The price at which an item of property would change
hands between a willing buyer and a willing seller, neither being under any
compulsion to buy or sell and both having reasonable knowledge of relevant
facts. The Market Value of any item of property is to be determined neither by a
forced sale price nor by the sale price of the item in a market other than the
market in which such item is most commonly sold to the public. All relevant
facts shall be considered. A value determined pursuant to the principles stated
in Section 5.6 hereof as of a time not the Valuation Date shall be deemed to be
as of the Valuation Date, and shall be deemed to be the Market Value.
2.45 Other Defined Contribution Plan. A defined contribution plan,
other than this Plan, maintained by the Employer or any Affiliated Company which
is qualified under section 401(a) of the Code or any section of the Code which
supersedes said section.
2.46 Participant. Any Employee who satisfies any of the eligibility
requirements of Article III hereof and for whose account a credit has been made
under the terms of this Plan through contributions by an Employer or by the
Employee, or for whose account a credit would have been made had his or her
Employer made a contribution. Participant shall also include any former Employee
for whose credit an account is maintained under the terms of this Plan.
2.47 Participant Investment Funds. The Balanced Fund, Bond Fund,
Growth Stock Fund, Equity Fund, Income Fund, International Stock Fund,
Investment Contract Fund, and Raytheon Stock Fund, collectively.
2.48 Permanent Disability. The permanent disability of a Participant
which has been verified to the satisfaction of the Committee.
2.49 Plan Account. The Cash or Deferred Account.
2.50 Plan Year. The period beginning with January 1 and ending with
December 31 of each year.
2.51 Qualified Domestic Relations Order.
(a) A Domestic Relations Order which creates or recognizes the
existence of an Alternate Payee's right, or assigns to an Alternate Payee the
right, to receive all or a portion of the benefits payable with respect to a
Participant under this Plan, and clearly specifies:
<PAGE>
16
(1) the name and last known mailing address (if any) of the
Participant and of each Alternate Payee covered by the order;
(2) the amount or percentage of the Participant's benefits to
be paid by the Plan to each Alternate Payee, or the manner in which such amount
or percentage is to be determined;
(3) the number of payments or period to which such order
applies; and
(4) a statement that such order applies to this Plan.
(b) An order which requires the Plan to provide increased benefits
(determined on the basis of the Participant's account balances), or for the
payment of benefits to an Alternate Payee which are required to be paid to
another Alternate Payee under another order previously determined to be a
Qualified Domestic Relations Order, or requires the Plan to provide any type or
form of benefits or any option not otherwise provided under this Plan shall not
be considered a Qualified Domestic Relations Order.
(c) An order shall not be treated as requiring the Plan to provide
any type or form of benefits or any option not otherwise provided solely because
such order requires that payments of benefits be made to an Alternate Payee:
(1) in the case of any payment before a Participant has had a
Termination of Employment, on or after the date on which such Participant
attains (or would have attained) the Earliest Retirement Age;
(2) as if the Employee had a Termination of Employment on the
date on which such payment is to begin under such Order (but taking into account
only the Employee's account balances actually accrued to such date), or
(3) in any form in which such benefits may be paid under the
Plan to the Participant.
2.52 Qualified Military Service. Any period of duty on a voluntary or
involuntary basis in the United States Armed Forces, the Army National Guard and
the Air National Guard when engaged in active duty for training, inactive duty
for training or full-time National Guard duty, the commissioned corps of the
Public Health Service and any other category of persons designated by the
President of the United States in a time of war or emergency. Such periods of
duty shall include active duty, active duty for training, initial active duty
for training, inactive duty training, full-time national Guard duty and absence
from employment for an examination to determine fitness for such duty.
<PAGE>
17
2.53 Raytheon Stock. The common stock of Raytheon Company.
2.54 Raytheon Stock Fund. A portion of the Trust Fund in which a
Participant may elect to invest all or a portion of his or her Cash or Deferred
Account. Assets in the Raytheon Stock Fund shall be invested primarily in
Raytheon Stock except to the extent deemed necessary by the Trustee to meet the
cash requirements of the Trust. Notwithstanding the foregoing, it is
specifically provided that the Trustee shall not purchase Raytheon Stock under
the terms hereof when, in the opinion of counsel for the Employer, such purchase
may not be made.
2.55 Required Aggregation Group. Each plan of the Employer in which a
Key Employee is a Participant in the Plan Year containing the Determination Date
or any of the four preceding Plan Years, and each other plan of the Employer
which will be required to be aggregated to enable any plan in which a Key
Employee participates to meet the requirements of section 401(a)(4) or 410 of
the Code.
2.56 Required Beginning Date.
(a) Except as otherwise provided in subsection (b), April 1 of the
calendar year following the later of: the calendar year in which the Participant
attains the age of 70(OMEGA), or the calendar year in which the Participant
retires.
(b) In the case of a Participant who is a five-percent owner (as
defined in section 416 of the Code) with respect to the Plan Year ending in the
calendar year in which such Participant attains the age of 70(OMEGA), April 1 of
the calendar year in which the Participant attains the age of 70(OMEGA).
2.57 Retirement. An Employee's first Termination of Employment at or
after the age of 65 or, if earlier, Termination of Employment, pursuant to which
the Employee received or is entitled to receive within 60 days, retirement
benefits pursuant to the provisions of the Raytheon TI Systems Employees Pension
Plan or any successor of such plan, or any other defined benefit retirement plan
maintained by RTIS or any Affiliated Company, but if the Participant shall not
be a Participant in any of such plans, Retirement shall be the time when such
Participant ceases to be an Employee of the Employer or any Affiliated Company
after the attainment of the age of 60 years, even though such age may be prior
to the normal retirement date specified in the Raytheon TI Systems Employees
Pension Plan.
<PAGE>
18
2.58 Rollover Contribution.
(a) A contribution by a Participant of (i) an amount which
shall not exceed an amount previously received by the Participant not more than
60 days preceding the date of such rollover contribution from (1) another
deferred compensation plan qualified under section 401(a) of the Code, or (2) an
individual retirement account which account was created and existed in
accordance with section 408(d)(3) of the Code, or (ii) an amount which is a
direct rollover to the Plan from another qualified plan or from an individual
retirement account as such terms are defined in (i) above. For purposes of this
Section, "direct rollover" shall mean an Eligible Rollover Distribution that is
paid directly to this Plan for the benefit of the Distributee.
(b) Funds which are not eligible for treatment as rollover
contributions pursuant to section 401(a)(31) of the Code shall not be considered
Rollover Contributions.
2.59 Subsequent Employer. The purchaser, other than an Affiliated
Company of (i) all or substantially all of the assets used in a trade or
business of any Employer, or (ii) any Employer's interest in a subsidiary of
that Employer with respect to an Employee who continues in employment with the
purchaser; provided that a purchaser shall not be considered a Subsequent
Employer if that purchaser agrees to maintain this Plan or to maintain or
establish a defined contribution plan that is qualified under section 401(a) of
the Code, to which Plan assets in the amount of the Employee's benefit under
this Plan will be transferred.
2.60 Temporary Layoff. An absence from employment under circumstances
of reduced employment requirements in which the Employer, through its normal
documentation, expresses its intent to recall the Employee within six months,
not including (unless otherwise determined by the Employer) any period of such
absence in excess of six months.
2.61 Tender Offer. A tender offer, or exchange offer, or other offer to
purchase, by any person either alone or in conjunction with others, or a
solicitation of an offer to sell to such person, one percent or more of the
outstanding shares of Raytheon Stock, which offer or solicitation is applicable
to the Raytheon Stock held by the Trustee under the Trust.
2.62 Termination of Employment.
(a) a cessation of the Employer-Employee relationship which is
not a Leave of Absence; or
(b) a failure to return to work after expiration of a Leave of
Absence.
2.63 Top-Heavy Plan. A plan described in Section 16.4 hereof.
2.64 Top-Heavy Plan Year. A Plan Year during which the Plan is
determined to be a Top-Heavy Plan.
<PAGE>
19
2.65 Total Assets. The total assets as shown in the balance sheet
contained in the consolidated financial statements of RTIS and Affiliated
Companies audited by RTISis independent certified public accountants and
reported to shareowners in the published annual report of RTIS.
2.66 Trading Day. Any day on which the New York Stock Exchange is
open for business.
2.67 Trust Agreement. Master Trust Agreement between Raytheon Company
and Fidelity Management Trust Company, dated July 31, 1992, establishing the
Raytheon Company Master Trust for Defined Contribution Plans.
2.68 Trustee. The trustee or trustees acting as such under the Trust
Agreement, including any successor or successors.
2.69 Trust Fund. All money and other property held from time to time
by the Trustee pursuant to the Trust Agreement.
2.70 Unallocated Raytheon Stock. Shares of Raytheon Stock held by the
Trustee under the Trust that are not attributable to that portion of a
Participant's Cash or Deferred Account invested in the Raytheon Stock Fund.
2.71 Valuation Date. Any Trading Day.
2.72 Year of Credited Service.
(a) A 12 consecutive month period commencing on an Employee's Date
of Employment or any anniversary of such date during which the Employee
completes at least 1,000 Hours of Service. Notwithstanding the foregoing, for an
Employee identified in Section 2.38(b)(4) hereof, 750 hours shall be substituted
for 1,000 Hours of Service.
(b) Any Employee who was, immediately before the effective date of
the Plan, an employee of Texas Instruments Incorporated, shall have his or her
Years of Credited Service determined under the preceding provisions of this
section but, in making such determination, employment with Texas Instruments
Incorporated shall be treated as if it were performed for RTIS.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.1 Eligibility and Participation. Employees shall be eligible to
participate in this Plan as provided in Section 3.2 below. Participation in any
Plan Account shall be entirely voluntary and such participation shall not be a
condition of continued employment. In order to become a Participant in the Cash
or Deferred Account, an Employee shall sign an appropriate acceptance card at
such time and in such manner as the Committee shall prescribe, indicating his or
her assent to the terms and conditions of this Plan and such Plan Account and
his or her agreement to accept the same and be bound thereby on behalf of
himself or herself and his or her Beneficiaries or personal representatives.
<PAGE>
20
3.2 Participation.
(a) Cash or Deferred Account. Any Employee shall be eligible
to participate in the Cash or Deferred Account on the date he or she becomes an
Employee and shall become a Participant on the date he or she files a Deferred
Compensation Agreement pursuant to Section 3.3 below with the Committee.
(b) Rollovers. Any Employee shall become eligible to make a
Rollover Contribution to the Plan on the date he or she becomes an Employee.
Each Employee who makes a Rollover Contribution shall become a Participant in
the Cash or Deferred Account on the date such Rollover Contribution is made
(such Rollover Contribution being subject to such limitations and terms and
conditions as the Committee may prescribe from time to time), but only to the
extent of the Participant's Rollover Contribution.
3.3 Deferred Compensation Agreement.
(a) In order to authorize Employer CODA Contributions to a
Cash or Deferred Account in his or her name, an Employee shall sign and file a
Deferred Compensation Agreement at such time and in such form as the Committee
shall prescribe. Subject to the terms and conditions hereinafter stated, and
subject to such further limitations, terms and conditions as may be prescribed
from time to time by the Committee, each Participant may enter into, amend or
revoke a Deferred Compensation Agreement. Each such agreement and any amendment
or revocation which conforms to the terms and conditions prescribed by the
Committee shall be effective as soon as practicable after it is received by the
Committee and shall continue in effect until revoked or modified by the
Participant filing a new agreement, amendment, or revocation or by the Committee
acting pursuant to Section 3.4 hereof. Any Employee with respect to whom a
Deferred Compensation Agreement has not been filed or is not effective for any
given payroll period shall be deemed to have elected cash Compensation in lieu
of an Employer CODA Contribution pursuant to Section 4.1 hereof.
(b) The amount of Employer CODA Contributions elected by an
Employee shall be not less than the minimum nor more than the maximum specified
from time to time by the Committee, but in no event shall it exceed $7,000 as
adjusted from time to time by the Secretary of the Treasury or his or her
delegate for increases in the cost-of-living pursuant to the provisions of
section 402(g) of the Code.
(c) Each Deferred Compensation Agreement shall be applicable to all
payroll periods during which such agreement is in effect.
3.4 Committee Amendment or Revocation of Deferred Compensation
Agreement.
<PAGE>
21
(a) The Committee shall have the absolute and unqualified
right to amend or revoke the Deferred Compensation Agreement of any Participant
at any time, if the Committee determines in its sole discretion that such
amendment or revocation is necessary or appropriate to prevent the Employer CODA
Contributions elected by such Participant for any Plan Year from exceeding the
limitations set forth in Sections 4.4 or 4.5 hereof, to maintain the
tax-qualified status of this Plan and the Trust, or to prevent employer
contributions for all participants under this Plan from exceeding the limits
under Section 4.3 hereof.
(b) Notwithstanding the foregoing, the Committee shall have
the absolute and unqualified right to postpone or suspend Compensation deferrals
pursuant to Participant elections if such committee determines, in its sole
discretion, that such postponement or suspension is desirable or necessary for
any reason including, without limitation, the absence or insufficiency of
appropriate facilities, equipment, personnel, computer systems or other
resources or administrative procedures for processing such Deferred Compensation
Agreements or Compensation deferrals.
3.5 Effect of Break in Credited Service. An Employee who has incurred a
Break in Credited Service shall not participate in any Plan Accounts of this
Plan during the Break in Credited Service. Former Participants in one or more
Plan Accounts and Employees who had satisfied the requirements for participation
in one or more Plan Accounts prior to incurring a Break in Credited Service
shall begin participating in such Plan Account or Plan Accounts effective upon
the date of reemployment, provided that in the case of any Plan Account any such
Participant or former Employee (i) who has not completed the number of Years of
Credited Service for Vesting required under such Plan Account, and (ii) whose
number of consecutive Breaks in Credited Service equal or exceed his or her
aggregate number of Years of Credited Service prior to the Break in Credited
Service (excluding Years of Credited Service which have previously been excluded
under this Section), shall begin participating in such Plan Account in
accordance with the provisions of Section 3.2 hereof, and his or her Years of
Credited Service prior to his or her last Break in Credited Service shall be
disregarded in determining such Employee's eligibility to participate in such
Plan Account, provided that, such Years of Credited Service shall not be
disregarded in the case of any Break in Credited Service occurring after
December 31, 1984 unless the number of consecutive Breaks in Credited Service of
the Participant is at least five.
3.6 Treatment of Qualified Military Service. Notwithstanding any
provision of this Plan to the contrary, contributions, benefits and service
credit with respect to Qualified Military Service will be provided in accordance
with section 414(u) of the Code.
<PAGE>
22
ARTICLE IV - CONTRIBUTIONS
4.1 Amount of Employer CODA Contributions. Employers shall from year to
year contribute for the exclusive benefit of the Participants an amount equal to
the total amount of contributions elected by all Participants in their Deferred
Compensation Agreements effective for the Plan Year, subject to the limitations
set forth in Article III hereof and in Sections 4.4, 4.4, and 4.5 hereof;
provided however, that not more than 17 percent of Compensation may be
contributed per pay period.
4.2 Amount of Employer Matched Savings Contributions. Employers shall
contribute on behalf of each Participant for whom contributions are made
pursuant to Section 4.1 hereof, an amount equal to 50 percent of the amount
contributed on behalf of such Participant pursuant to Section 4.1 hereof for the
Plan Year, not to exceed an amount equal to two percent of the amount of
Compensation received by such Participant during the Plan Year.
4.3 Limitation on Employer Contributions. Notwithstanding the foregoing
Sections 4.1 and 4.2 hereof, the Employer contributions pursuant to this Plan
shall be subject to the limitations of Sections 4.4 and 4.5 hereof; and there
shall not be contributed for any Employer more than 15 percent of the total
Compensation paid to all of its participating Employees, determined on a
cumulative basis for all Plan Years computed as of the end of each Plan Year.
4.4 Reduction of Employer CODA Contributions and Employer Matched
Savings Contributions to Meet Section 401(k) and Section 401(m) Discrimination
Tests.
(a) Notwithstanding the provisions of this Article IV, the
Committee may at any time in accordance with the provisions of Section 4.5
hereof, decrease the amount of the Employer CODA Contributions elected by any
Participant and Employee Matched Savings Contribution for any Participant to
meet the requirements of sections 401(k)(3) and 401(m) of the Code. In the event
that the amounts of the Employer CODA Contributions and Employer Matched Savings
Contributions on behalf of any Participant under this Article exceed the amounts
specified in Section 3.3 hereof or the annual allowable deferral amount under
section 401(k)(3) or 401(m) of the Code, the excess contributions and earnings
thereon shall be distributed to the Participant by the end of the Plan Year
following the Plan Year in which such excess contributions were made.
(b) The exclusions in Sections 4.4(d) and 4.4(h) below shall
be applied on a uniform and consistent basis for all purposes for which the
definition contained in section 414(q) of the Code is applicable.
(c) The provisions of section 1.401(m).2(b) of the
regulations under the Code are hereby incorporated by this reference.
<PAGE>
23
(d) In the event that the initial allocations of Employer CODA
Contributions do not satisfy one of the tests set forth in this Section ("excess
contributions" hereafter), such excess contributions shall be adjusted as
follows: on or before the fifteenth day of the third month following the end of
each Plan Year, the Highly Compensated Employee having the highest actual
deferral ratio shall have his or her portion of such excess contributions
distributed to him until one of the tests set forth in this Section is
satisfied, or until his or her actual deferral ratio equals the actual deferral
ratio of the Highly Compensated Employee having the next highest deferral ratio.
This process shall continue until one of the actual deferral percentage tests
set forth in this Section is satisfied.
(e) For each Highly Compensated Employee, the amount of excess
contributions is equal to the Elective Contributions on behalf of such Highly
Compensated Employee (determined prior to the application of this paragraph)
minus the amount determined by multiplying the Highly Compensated Employee's
actual deferral ratio (determined after application of this paragraph) by his or
her Compensation as defined in Section 2.14 hereof. However, in determining the
amount of excess contributions to be distributed with respect to an affected
Highly Compensated Employee as determined herein, such amount shall be reduced
by any excess deferred compensation previously distributed to such affected
Highly Compensated Employee for his or her taxable year ending with or within
such Plan Year and any matching contributions which relate to such excess
deferred compensation.
(f) With respect to the distribution of excess contributions
pursuant to this Section; such distribution:
(1) may be postponed but not later than the close of the
Plan Year following the Plan Year to which they are allocable;
(2) shall be made first from unmatched deferred
compensation and, thereafter, simultaneously from deferred compensation which is
matched and matching contributions which relate to such deferred compensation;
(3) shall be adjusted for income; and
(4) shall be designated by the Employer as a distribution
of excess contributions (and income).
(g) Reduction to Meet Section 401(m) Discrimination Tests. In
the event that the initial allocations of Employer Matched Savings Contributions
for any Participant do not satisfy one of the tests set forth in this Section
("excess aggregate contributions" hereafter), the excess aggregate contributions
shall be adjusted as follows: on or before the fifteenth day of the third month
following the end of each Plan Year, the Highly Compensated Employee having the
highest actual contribution ratio shall have his or her portion of the excess
aggregate contributions distributed to him until one of the tests set forth in
this Section is satisfied, or until his or her actual contribution ratio equals
the actual contribution ratio of the Highly Compensated Employee having the next
highest actual contribution ratio. This process shall continue until one of the
actual contribution percentage tests set forth in this Section is satisfied.
<PAGE>
24
(h) For each Highly Compensated Employee, the amount of excess
aggregate contributions is equal to the Employee Matched Savings Matching
Contributions on behalf of such Highly Compensated Employee (determined prior to
the application of this paragraph) minus the amount determined by multiplying
the Highly Compensated Employee's actual contribution ratio (determined after
application of this paragraph) by his or her Compensation as defined in Section
2.14 hereof.
(i) With respect to the distribution of excess aggregate
contributions pursuant to this Section; such distribution:
(1) may be postponed but not later than the close of the
Plan Year following the Plan Year to which they are allocable;
(2) shall be adjusted for income; and
(3) shall be designated by the Employer as a distribution
of excess aggregate contributions (and income).
4.5 Reduction of Annual Additions.
(a) Annual Additions for Participants shall be reduced in
accordance with Sections 4.5(b) and 4.5(f) below. In the event that any Other
Defined Contribution Plans do not provide for reductions in Annual Additions in
accordance with this Section, then the reductions in the Annual Additions under
this Plan shall be made in the order set forth below, disregarding the specified
priority for reductions in the Annual Additions to such Other Defined
Contributions Plans which do not so provide.
(b) Notwithstanding any other provisions of this Plan to the
contrary, the Annual Additions to a Participant under the Cash or Deferred
Account on behalf of each Participant for any Plan Year, when combined with the
Annual Additions on behalf of such Participant for such Plan Year under all
Other Defined Contribution Plans cannot exceed the lesser of:
(1) $30,000 (or, if greater, one-fourth of the dollar
limitation in effect for such Plan Year under section 415(b)(1)(A) of the Code)
as adjusted from time to time by the Secretary of the Treasury or his or her
delegate for increases in the cost of living pursuant to the provisions of
section 415(d) of the Code; or
(2) 25 percent of the Participant's 415 Compensation
during the Plan Year.
(c) (1) Annual Additions to which a Participant would
otherwise be entitled pursuant to the provisions of this Plan and such Other
Defined Contribution plans which are in excess of the limitations set forth
above shall be reduced in the following order:
<PAGE>
25
(A) Employer CODA Contributions under Section 4.1 hereof;
(B) Employer Matched Savings Contributions under Section
4.2 hereof; and
(C) Forfeitures under Section 5.7 hereof.
(2) In the event that any such Other Defined Contribution
Plans do not provide for reductions in Annual Additions in accordance with this
Section, then the reductions in the Annual Additions under this Plan shall be
made in the order set forth above, disregarding the specified priority for
reductions in the Annual Additions to such Other Defined Contributions Plans
which do not so provide.
(d) The Annual Additions for any year for a Participant who is or
who has been a Participant in one or more defined contribution plans maintained
by an Employer, or Affiliated Company (determined by substituting 50 percent for
80 percent in section 414(b) and (c) of the Code) which is qualified under
section 401(a) of the Code shall be aggregated for purposes of the limitations
contained in this Section.
(e) If as a result of the allocation of Forfeitures, a reasonable
error in estimating a Participant's 415 Compensation, or under other limited
facts and circumstances which the Internal Revenue Commissioner finds justify
the availability of the provisions set forth in this paragraph, the Annual
Additions under this Plan on behalf of any Participant for any Plan Year would
cause the limitations set forth in this Section 4.5(b) to be exceeded for the
Plan Year, such Participants' excess Employer CODA Contribution and income
thereon shall be returned to the Participant to the extent of such excess
amounts, and any excess amounts remaining after such refund shall, if the
Participant is a Participant in this Plan as of the end of the Plan Year in
which the excess occurs, be used to reduce Employer contributions for such
Participant in the following Plan Year (and any succeeding Plan Years until the
excess amount is exhausted); provided that, if such Participant ceases to be a
Participant in this Plan prior to the end of the Plan Year in which the excess
occurs, then the excess amounts shall be unallocated in a suspense account and
allocated and reallocated to the Cash or Deferred Accounts as determined by the
Committee, of all Participants in this Plan (subject to the limitations of this
Section 4.5(b)) in the following Plan Year prior to the allocation of any
Employer contributions and shall reduce the amount of Employer contributions for
such following Plan Year for all Participants in this Plan.
(f) The Annual Additions for any year for a Participant who is
or who has been a Participant in one or more defined benefit plans maintained by
an Employer, or Affiliated Company (determined by substituting 50 percent for 80
percent in section 414(b) and (c) of the Code) which is qualified under section
401(a) of the Code shall not exceed an amount which would result in the sum of
the Participant's Defined Benefit Fraction for any year and the Participant's
Defined Contribution Fraction for the same year exceeding 1.0.
<PAGE>
26
(g) Annual Additions to which a Participant would otherwise be
entitled pursuant to the provisions of this Plan and such Other Defined
Contribution Plans and defined benefit plans which are in excess of the
limitations set forth above shall be reduced in the following order:
(1) All retirement benefits under such defined
benefit plans;
(2) Employer CODA Contributions under Section 4.1
hereof;
(3) Employer Matched Savings Contributions under Section
4.2 hereof; and
(4) Forfeitures under Section 5.7 hereof.
(h) In the event that any such defined benefit plans or Other
Defined Contribution Plans do not provide for reductions in Annual Additions in
accordance with this Section, then the reductions in the Annual Additions under
this Plan shall be made in the order set forth above, disregarding the specified
priority for reductions in the Annual Additions to such Other Defined
Contribution Plans which do not so provide.
(i) If as a result of the allocation of Forfeitures, a
reasonable error in estimating a Participant's 415 Compensation, or under other
limited facts and circumstances which the Internal Revenue Commissioner finds
justify the availability of the provisions set forth in this Paragraph, the
Annual Additions under this Plan on behalf of any Participant for any Plan Year
would cause the limitations set forth in this Section 4.5(i) to be exceeded for
the Plan Year, such Participants' excess Employer CODA Contribution, and income
thereon, shall be returned to the Participant to the extent of such excess
amounts, and any excess contribution amounts remaining after such refund shall,
if the Participant is a Participant in this Plan as of the end of the Plan Year
in which the excess occurs, be used to reduce Employer contributions for such
Participant in the following Plan Year (and any succeeding Plan Years until the
excess amount is exhausted); provided that, if such Participant ceases to be a
Participant in this Plan prior to the end of the Plan Year in which the excess
occurs, then the excess amounts shall be held unallocated in a suspense account
and allocated and reallocated to the Cash or Deferred Accounts as determined by
the Committee, of all Participants in this Plan (subject to the limitations of
this Section 4.5(i) in the following Plan Year prior to the allocation of any
Employer contributions for such following Plan Year for all Participants in this
Plan.
<PAGE>
27
4.6 Allocation of Employer Contributions Among Employers. Allocation of
Employer CODA Contributions and Employer Matched Savings Contributions Among
Employers. The Employer CODA Contributions and Employer Matched Savings
Contributions of each Employer shall be that portion of the amount determined in
Sections 4.1 and 4.2 hereof which the total amount elected pursuant to Section
4.1 hereof by all Participants employed by the Employer bears to the total
amount elected by all Participants in the Plan for the Plan Year. If, however,
all Employers are members of an affiliated group (as such term is used in the
Code) and any Employer is prevented from making a contribution it would
otherwise have made by reason of having no current or accumulated earnings and
profits (as such terms are used in the Code) or because such earnings and
profits are less than the Employer contribution which it would otherwise have
made, then so much of the contribution which such Employer was prevented from
making may be made for the benefit of the participating Employees of such
Employer by the other Employers of the group to the extent permitted by the
Code.
4.7 Form of Employer Contributions. The amount of each Employer's
Employer CODA Contributions and Employer Matched Savings contributions under
this Plan shall be made to the Trustee in the form of cash and/or other property
of equivalent value as of the date of contribution, including without limitation
authorized and previously unissued Raytheon Stock and Raytheon Stock held as
treasury shares. The value of any Raytheon Stock contributed as of the date of
contribution of the Stock shall be the Market Value of Raytheon Stock on the
Composite Tape of the New York Stock Exchange on the date of contribution (or if
there shall be no trading on such date, then on the first previous date on which
there was such trading).
4.8 Time of Employer Contributions. The Employer CODA Contributions and
the Employer Matched Savings Contributions shall be made as soon as practicable
after each pay period, but in any event such contributions shall be made within
the period prescribed by the provisions of section 401(k) of the Code or any
section of the Code which supersedes said section.
4.9 Investment of Employer Contributions. All Employer CODA
Contributions and Employer Matched Savings Contributions for the Plan Year shall
be made in cash and/or other property of equivalent value as of the date of
contribution to the individual Participant's Cash or Deferred Account which will
be fully invested as soon as practicable after receipt by the Trustee in the
Participant Investment Funds in accordance with each Participant's investment
election then in effect.
4.10 Participant Rollover Contributions.
(a) Subject to the terms and conditions hereinafter stated,
and subject to such further limitations, terms and conditions as may be
prescribed from time to time by the Committee, each Employee may make a Rollover
Contribution to such Participant's Cash or Deferred Account. No Rollover
Contribution may be made with funds which are not eligible for treatment as
rollover contributions pursuant to section 403(a)(4) of the Code. The Committee
shall have the absolute and unqualified power and authority to determine in its
sole discretion whether any such rollover contributions meet the requirements of
the Code and to grant or deny the application of any Employee or Participant to
make Rollover Contributions to this Plan.
<PAGE>
28
(b) Rollover Contributions shall be made to the Trustee in the
form of cash or check from the prior trustee or financial institution payable to
the order of the Plan.
(c) All Rollover Contributions shall be credited to the
Participant's Cash or Deferred Account and shall be fully invested as soon as
practicable after receipt by the Trustee in accordance with instructions
received from the Participant in accordance with the provisions of Section 5.3
hereof.
ARTICLE V - PARTICIPANTS AND PARTICIPANT ACCOUNTS
5.1 Employer CODA and Matched Savings Contributions. Employer CODA
Contributions and Employer Matched Savings Contributions shall be allocated and
credited to the Participant Investment Funds of the Participants who are
Employees of such Employer in accordance with the Deferred Compensation
Agreement made by the respective Participant for the particular Plan Year;
provided, however, that the amount of any reduction in the Employer's
contribution made with respect to a Participant pursuant to Sections 3.5, 4.4 or
4.5 hereof shall be deducted from the amount which would otherwise be allocated
to such Participant's Cash or Deferred Account. Such contributions shall be
invested as soon as practicable after they are received by the Trustee in the
Participant Investment Funds in accordance with the investment election made by
the Participant.
5.2 Participant Investment Elections.
(a) Subject to the terms and conditions hereinafter stated, and
subject to such further limitations, terms and conditions as may be prescribed
from time to time by the Committee, each Participant may elect the investment of
amounts credited to his or her Plan Accounts in accordance with the provisions
of this Section 5.2.
(b) Subject to the provisions of Section 5.3 hereof, a Participant
may elect to invest all or part of the assets credited to his or her Cash or
Deferred Account in any of the Participant Investment Funds. Such elections may
be made not more often than once each day. Each such election which conforms to
the terms and conditions prescribed by the Committee shall be effective as soon
as practicable after it is made and shall continue in effect until revoked or
modified by a new election.
<PAGE>
29
5.3 Transfers Between Participant Investment Funds.
(a) Subject to the terms and conditions hereinafter stated,
and subject to such further limitations, terms and conditions as may be
prescribed from time to time by the Committee, each Participant may elect not
more often than once each day to transfer assets credited to his or her Plan
Accounts among any of the Participant Investment Funds in such portions as the
Committee shall prescribe.
(b) (1) Conditions on Elections. Elections made pursuant to
Section 5.3(a) hereof shall be made in such manner, within such time and subject
to such limitations, terms and conditions as the Committee shall prescribe. Each
such election which conforms to the terms and conditions prescribed by the
Committee shall be effective as soon as practicable after it is received by the
Committee.
(2) Notwithstanding any provision of this Plan to the
contrary no transfers may be made of any amounts in any Participant Investment
Funds which are invested in contracts or other instruments that do not expressly
permit transfers. Any transfers of any amounts in any Investment Fund which are
invested in contracts or other instruments that permit transfers shall be
subject to the provisions of such contracts or instruments, including any
penalty provisions.
(c) Limitations on Transfers from Investment Contract Fund. No
transfers may be made from the Investment Contract Fund to the Income Fund and
no funds previously invested in the Investment Contract Fund may be transferred
to the Income Fund from any other Participant Investment Funds until after the
expiration of 90 days from the date those funds were transferred from the
Investment Contract Fund.
5.4 Forfeitures. The Committee shall maintain a separate Forfeiture
account to which shall be credited the amount of the account balances of all
Forfeitures occurring during the Plan Year.
5.5 Valuation of Assets. Property held in the Participant Investment
Funds established in connection with the Plan Accounts shall be valued in
accordance with the following principles:
(a) Valuation of Property in General. The value of each item
of property is its Market Value.
(b) Valuation of Stocks, Bonds, and Other Securities Traded on
an Established Market. Stocks, bonds and other securities traded on an
established market shall be valued at their closing sale prices on the Valuation
Date. If no sale is reported for the Valuation Date, the Market Value shall be
the closing price on the most recent Trading Day on where there was a trade
unless in the opinion of the Trustee the value thus obtained does not fairly
reflect the actual Market Value on the Valuation Date, in which case the
security shall be valued by the reputable broker or investment banker selected
by the Trustee.
<PAGE>
30
(c) Valuation of Notes. Each note shall be valued at the sum
of its unpaid principal and of interest accrued to the Valuation Date, unless
the Trustee shall obtain evidence satisfactory to the Trustee that the note is
worth less than such sum because of change in interest rate, date of maturity,
or other cause, or that such sum, either in whole or in part, is uncollectible
by reason of insolvency of the party or parties (including any maker, guarantor,
or surety) liable, or for other cause, or that any property pledged or mortgaged
to secure the payment of such sum or any part thereof is insufficient to satisfy
payment of such sum or any part thereof, in which case the note shall be valued
by the Trustee in view of the evidence thus obtained.
(d) Valuation of Commingled Investment Funds. Assets of the
Trust commingled and invested with assets belonging to persons other than the
Trust shall be valued at the fair Market Value thereof on the Valuation Date as
determined by the manager of such assets.
(e) Valuation of Other Property. The valuation of any property
not specifically described in Sections 5.5(b), 5.5(c) and 5.5(d) hereof shall be
made in accordance with the criteria set forth in Section 5.5(a) hereof.
ARTICLE VI - LOANS
6.1 Loans.
(a) Subject to the terms and conditions hereinafter stated,
and subject to such further limitations, terms and conditions as may be
prescribed from time to time by the Committee, the Committee may authorize a
loan or loans to a Participant, who is not on a Leave of Absence, from his or
her Plan Accounts.
(b) Loan repayments will be suspended under this Plan as
permitted under section 414(u) of the Code.
6.2 Limitation on Amount and Number. No loan shall be granted:
(a) which would result in there being a total amount of loans
outstanding to a particular Participant, including accrued interest, in excess
of 50 percent of the combined value of the Participant's then-vested interest in
his or her Cash or Deferred Account as of the date the loan is processed;
(b) which would result in there being a total amount of loans
outstanding to the Participant from this Plan and all Other Defined Contribution
Plans maintained by an Employer or Affiliated Company which are qualified under
the Code, in excess of $50,000 reduced by the highest outstanding balance (if
any) of all loans from the plans to such Participant during the preceding
12-month period;
<PAGE>
31
(c) with respect to amounts attributable to a Participant's
Cash or Deferred Account in an amount which exceeds the value of the
Participant's Cash or Deferred Account, determined pursuant to Section 5.5
hereof as of the date the loan is processed;
(d) which would result in the removal from the Participant's
Account any assets which are invested in contracts or instruments that do not
expressly permit loans; or
(e) with a principal balance of less than $500.
6.3 Terms.
(a) Each loan shall be deducted from a Participant's account,
shall be secured by that portion of the Participant's vested account balance
deducted for the loan, and shall be made for such periods of time, not to exceed
five years, upon such rate of interest, and upon and subject to such other
limitations, terms and conditions as the Committee shall determine. Each loan,
including interest as it accrues, shall be repaid in installments in such
amounts as the Committee shall determine from each payment of Compensation by
the Employer to the Participant, and the Participant in writing shall
irrevocably authorize his or her Employer to withhold the amount of each such
installment repayment from each payment of the Participant's Compensation and to
remit the same to the Trust. Each installment shall be credited to the
Participant's account in accordance with the most recent Participant investment
election pursuant to Section 5.2 hereof. In the event a Participant's
Compensation payments from an Employer are interrupted or for any other reason
loan installment payments cannot be remitted to the Trustee by the Participant's
Employer while any loan is outstanding, the Participant shall make such
installment payments, if any, within such time and such manner as the Committee
shall, in its sole discretion, determine. In the event the Participant fails or
refuses to make installment payments determined by the Committee on any loan
outstanding under this Plan, such committee may, in its sole discretion, waive
or reduce any or all of such payments, or accelerate the maturity of such loan
and in such event the entire unpaid principal balance and all interest accrued
on such loan shall mature and become immediately due and payable and the unpaid
balance of principal and interest, interest accrued thereon, collection costs,
attorneys fees and other amounts due and owing pursuant to the provisions of the
instruments evidencing the loan shall be deemed paid.
(b) The Committee shall have the absolute and unqualified
right, in its sole discretion, to prescribe limitations, terms and conditions
for all loans, and to prescribe, amend with the consent of the Participant, and
waive any installment payments on any loan or loans made hereunder.
<PAGE>
32
6.4 Termination of Employment While Loan Outstanding. In the event the
entire principal balances of, together with all interest accrued on, all loans
made to a Participant have not been fully repaid to the Trust when the
Participant or the Participant's Beneficiary becomes entitled to payment or
distribution (excluding withdrawals made pursuant to Section 7.9 hereof) of any
of the assets in the Participant's Cash or Deferred Account if necessary, the
entire unpaid principal balances and all interest accrued on all loans made to
the Participant shall mature and become immediately due and payable and the
unpaid balances of principal and interest, interest accrued thereon, collection
costs, attorneys fees and other amounts due and owing pursuant to the provisions
of the instruments evidencing the loans shall be deducted from the Participant's
Cash or Deferred Account and applied to payment of such amounts to the Trust
prior to such distribution or payment of any amounts to the Participant or the
Participant's Beneficiary.
6.5 Suspension or Termination. The Committee shall have the absolute
and unqualified right to suspend or terminate any and all rights of Participants
to receive loans under the Plan and the absolute and unqualified right to refuse
to make any and all loans to any Participant if such committee, in its sole
discretion, determines that such action is desirable or necessary to maintain
the status of the Plan and Trust as qualified under the provisions of section
401 of the Code or any other section of the Code which supersedes such section,
or that the Trust has insufficient cash available to make the loan or that the
making of any such loan or loans would or might constitute a violation of laws,
rules, regulations or orders applicable to the Plan. The Committee also shall
have the absolute and unqualified right to suspend or terminate any and all
rights of Participants to receive loans or to delay the effective date of any
and all loans if it, in its sole discretion, determines that such action is
desirable or necessary for any reason, including without limitation, the absence
or insufficiency of appropriate facilities, equipment, personnel, computer
systems or other resources or administrative procedures for processing loans.
ARTICLE VII - PAYMENTS TO PARTICIPANTS AND BENEFICIARIES
7.1 Distributions at Retirement, Permanent Disability or Death. Upon
Termination of Employment of an Employee because of Retirement or Permanent
Disability or in case of the death of any Participant, the full amount of his or
her Plan Accounts shall be payable to the Participant or, in case of death, to
the Beneficiary or Beneficiaries, subject to applicable laws.
7.2 Payments in Absence of Beneficiary. If a Participant does not have
a surviving spouse and fails to designate another Beneficiary or if the
Beneficiary so designated shall not survive the Participant, the Committee may
cause the Participant's interest upon his or her death to be paid to any one or
more surviving descendant or descendants or to any surviving parent or parents
or the executor under his or her will or to the administrator of his or her
estate, or to any one or more of such persons as such committee may direct.
<PAGE>
33
7.3 Distribution Upon Termination of Employment. A Participant shall be
fully and immediately vested in all amounts credited to his or her Cash or
Deferred Account. No forfeiture of a vested interest in such accounts shall take
place for any reason under this Plan. Upon Termination of Employment of any
Participant for any reason other than death, the Participant shall be entitled
to receive the full amount of his or her Cash or Deferred Account.
7.4 Amount and Form of Distribution.
(a) Distribution in Raytheon Stock. All distributions from the
Raytheon Stock Fund shall be in Raytheon Stock unless the Participant or
Beneficiary elects otherwise, provided that no Raytheon Stock shall be
distributed until an S-8 application has been filed with the Securities Exchange
Commission and all other requirements of law have been satisfied.
Notwithstanding the foregoing, no fractional shares of Raytheon Stock shall be
distributed, and all assets to be distributed in the form of Raytheon Stock from
any Plan Account shall be aggregated for the purposes of such distribution so
that there shall be no more than one fractional share of Raytheon Stock. In lieu
of any fractional shares there shall be distributed in cash the Market Value of
Raytheon Stock as of the Trading Day on which the distribution is processed.
(b) Election for Distribution in Cash. A Participant may
elect, at such time and in such manner as shall be specified by the Committee,
to have all amounts in all of the Participant's Plan Accounts distributed in
cash. In the event the Participant dies without having made an election and
prior to the commencement of any distributions to the Participant, or to the
Participant's Beneficiaries, all primary Beneficiaries of the Participant (or
all contingent Beneficiaries if no primary Beneficiaries survive the
Participant) may elect, at such time and in such manner as shall be specified by
the Committee, to have all amounts in all of the Participant's Plan Accounts
distributed in cash. In the event of such election, all Plan Accounts shall be
valued in accordance with Section 5.5 hereof, as of the Trading Day on which the
distribution is processed.
7.5 Time of Payment.
(a) All amounts distributable shall be paid or distributed to
the Participant or Beneficiary by the Trustee pursuant to instructions by the
Committee commencing, except as set forth in the following sentence, as soon as
practicable after the event giving rise to the distribution if the cumulative
balance in all of the Participant's Plan Accounts (i) does not exceed $3,500, or
(ii) exceeds $3,500 and the Participant, if living, and if not, the
Participant's Beneficiary, consents to such payment in such form and within such
time as the Committee may prescribe.
(b) Any amounts distributable to a Participant or Beneficiary
shall, if not previously distributed, be fully distributed unless the
Participant elects otherwise not later than the sixtieth (60th) day after the
end of the Plan Year of the Participant's (i) attainment of age 65; (ii) tenth
(10th) anniversary of participation hereunder, or (iii) Retirement subject to
the provisions of Section 7.7 hereof.
<PAGE>
34
(c) Notwithstanding the foregoing, distributions to the
Beneficiaries of any Participant whose death occurs prior to the commencement of
any distributions to such Participant shall be made in such number of
increments, not more than three, as may be elected (i) by the Participant by
written election filed with the Committee prior to his or her death, or (ii) by
all primary Beneficiaries of the Participant (or by all contingent Beneficiaries
of the Participant if no primary Beneficiaries survive the Participant) by
written election filed with the Committee after the death of the Participant and
prior to the commencement of any distributions to the Participant or his or her
Beneficiaries; such elections may be revoked by the Participant, or after the
Participant's death by all primary Beneficiaries of the Participant (or by all
contingent Beneficiaries of the Participant if no primary Beneficiaries survive
the Participant), by notice in writing filed with the Committee prior to the
commencement of any distribution to the Participant or his or her Beneficiaries.
Except as provided in this Section 7.5, all Cash or Deferred Account
distributions to a particular Participant shall be made within the same calendar
year.
7.6 Deferred Payment. A Participant, or, in case of his or her death a
Participant's Beneficiaries whose distribution would equal or exceed $3,500.00
may defer the receipt of all distributions to be made by the Trustee subsequent
to such Participant's Termination of Employment or death until such date as the
Participant or Beneficiaries may elect.
7.7 Maximum Time of Commencement and Completion of Distributions.
Notwithstanding any other provision of this Plan, in no event shall distribution
of the amount distributable to any Participant hereunder commence later than the
Required Beginning Date. In the event the entire amount distributable to a
Participant is not fully paid to the Participant by the end of the Required
Beginning Date, distribution of the entire amount distributable to the
Participant shall be fully paid within a period extending either over the life
of the Participant or over the lives of the Participant and the Participant's
Beneficiary or a period not extending beyond the life expectancy of the
Participant or the joint life and last survivor expectancy of the Participant
and the Participant's Beneficiary. The minimum payment which shall be made in
each year of the foregoing periods shall not be less than the lesser of (i) the
remaining unpaid balance of the amount distributable to the Participant, or (ii)
an amount equal to the quotient obtained by dividing the remaining unpaid
balance of the amount distributable to the Participant at the beginning of the
year by the number of years remaining in the period (determined as of the date
of the Required Beginning Date and, if payable to the Participant's spouse,
redetermined annually), reduced by one for each year commencing after the
Required Beginning Date. In the event a Participant dies before his or her
<PAGE>
35
entire amount distributable has been paid to him or her, the remaining portion
of the amount distributable shall be paid at least as rapidly as under the
method of payment in effect at the time of death. In the event distributions
have not begun at the Participant's death, the entire interest will be fully
paid within five years after the death of the Participant. The preceding
sentence shall not apply if distribution of the amount distributable to the
Participant commences within one year after the Participant's death to a
designated Beneficiary and does not extend beyond the life expectancy of the
Beneficiary. Any distribution pursuant to this Section shall be in accordance
with the requirements of proposed regulations 1.401(a)(9).1 and 1.401(a)(9).2
under the Code, which are hereby incorporated by this reference.
7.8 Withdrawals.
(a) The right of withdrawal shall be cumulative. An Employee
may withdraw in any year all amounts which he was entitled to but did not
withdraw in prior years.
(b) No Employee shall have the right to withdraw any amounts
from his or her Cash or Deferred Account prior to becoming entitled to a
distribution pursuant to Section 7.3 hereof. The election to withdraw shall be
exercisable at such time, in such form and subject to such conditions as the
Committee shall prescribe.
(c) No withdrawal shall be made which would reduce the value
of the Participant's Cash or Deferred Account to less than 200 percent of the
sum of all outstanding and unpaid principal balances and accrued interest on
loans made to the Participant pursuant to Article VI. Any withdrawals of any
assets in a Participant's accounts which are invested in contracts or other
instruments that permit withdrawals shall be subject to the provisions of such
contracts or instruments, including any penalty provisions.
7.9 Suspension or Termination. The Committee shall have the absolute
and unqualified right to suspend or terminate any and all rights of withdrawal
or to delay the effective date of any and all withdrawals if it, in its sole
discretion, determines that such action is desirable or necessary to maintain
the status of the Plan and Trust as qualified under the provisions of section
401 of the Code, or any other section of the Code which supersedes such section,
or for any other reason determined by the committee, in its sole discretion,
including without limitation the absence or insufficiency of appropriate
facilities, equipment, personnel, computer systems or other resources or
administrative procedures for processing withdrawals.
7.10 Qualified Domestic Relations Orders.
(a) The payments or other benefits which a Participant is
entitled to receive pursuant to this Plan shall be paid in accordance with the
applicable requirements of any Qualified Domestic Relations Order.
<PAGE>
36
(b) Treatment of Spouse. To the extent provided in any
Qualified Domestic Relations Order the former spouse of a Participant shall be
treated as a surviving spouse of such Participant for purposes of Beneficiary
designation pursuant to Section 2.5 hereof.
(c) Procedures Upon Receipt of Domestic Relations Order.
Upon receipt of any Domestic Relations Order by the Plan:
(1) The Committee shall promptly notify the Participant
and any other Alternate Payee of the receipt of such order and the Plan's
procedures for determining the qualified status of Domestic Relations Orders.
(2) Within a reasonable period after receipt of such
order, the Committee shall determine whether such order is a Qualified Domestic
Relations Order and notify the Participant and each Alternate Payee of such
determination. The Committee shall establish reasonable procedures in accordance
with section 206(d) of ERISA and regulations thereunder to determine the
qualified status of Domestic Relations Orders and to administer distributions
under a Qualified Domestic Relations Order.
(3) During any period in which the issue of whether a
Domestic Relations Order is a Qualified Domestic Relations Order is being
determined (by the Committee, by a court of competent jurisdiction, or
otherwise), the Committee shall segregate in any manner it deems appropriate the
amounts which would have been payable to the Alternate Payee during such period
if the Order had been determined to be a Qualified Domestic Relations Order.
(4) If within 18 months from the date the first payment
would have been required to be paid under the Domestic Relations Order, the
order (or modification thereof) is determined to be a Qualified Domestic
Relations Order, the Plan shall pay the segregated amounts (plus any interest
thereon) to the person or persons entitled thereto.
(5) If within 18 months from the date the first payment
would have been required to be paid under the Domestic Relations Order, it is
determined that the Order is not a Qualified Domestic Relations Order, or the
issue as to whether such Order is a Qualified Domestic Relations Order is not
resolved, then the Plan shall pay the segregated amounts (plus any interest
thereon) to the person or persons who would have been entitled to such amount if
there had been no Order.
(6) Any determination that an order is a Qualified
Domestic Relations Order which is made after the close of the 18.month period
from the date the first payment would have been required to be paid under the
Domestic Relations Order shall be applied prospectively only.
<PAGE>
37
7.11 Direct Rollover. Notwithstanding any provision of this Plan to the
contrary, a Distributee may elect, at the time and in the manner prescribed by
the Committee, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.
ARTICLE VIII - FUNDING
8.1 Funding Policy and Method. The procedure for establishing and
carrying out a funding policy and method consistent with the objectives of this
Plan and the requirements of Title I of ERISA shall be as follows:
(a) Establishment of Funding Policy and Method. The Board of
Directors shall establish, and may from time to time amend, a funding policy and
method for the Plan consistent with the objectives of the Plan and the
requirements of Title I of ERISA.
(b) Carrying Out the Funding Policy and Method. The Committee
shall communicate the funding policy and method and any amendments thereto to
the Trustee, and any other person the Board of Directors may consider
appropriate to carry out the funding policy and method. The Committee and
Trustee shall each comply with such portions of the funding policy and method as
shall be applicable to their activities with respect to the Trust. In
particular, the Trustee shall so comply with respect to investing and
reinvesting the assets of the Depository Fund and Participant Investment Funds
but the Trustee shall have no responsibility for the establishment, amendment,
or adequacy of the funding policy and method.
8.2 Reliance on Documents. In establishing and from time to time
amending the funding policy and method, the Board of Directors shall be entitled
to rely upon, and shall incur no liability in reliance upon statements, tables,
evaluations, estimates, certificates, reports and opinions furnished by the
Committee, the Trustee or any accountant or legal counsel for the Employers,
except as otherwise required by Part 4 of Title I of ERISA.
ARTICLE IX - BOARD OF DIRECTORS
9.1 Administration. The Board of Directors shall have the
responsibility for reviewing the results of the Trustee's performance under the
Trust Agreement.
9.2 Expenses. The members of the Board of Directors shall receive no
compensation for the discharge of their duties hereunder. Expenses of the Board
of Directors or a committee appointed by the Board of Directors incurred in
connection with the administration of the Plan, shall be expenses of the Plan
and shall constitute a charge upon the Trust Fund in accordance with Article XI,
but may be paid by the Employers if, as and when the Employers, in their sole
discretion, deem such payment to be advisable.
<PAGE>
38
ARTICLE X - RTIS EMPLOYEE BENEFITS ADMINISTRATION COMMITTEE
10.1 Administration. The RTIS Employee Benefits Administration
Committee shall be the administrator of the Plan, shall be charged with the
administration of the Plan and payment to Participants or Beneficiaries entitled
hereunder, and shall have such powers as may be necessary and appropriate for
such purposes, including but not by way of limitation, performance of duties
required of plan administrators under ERISA, defense of lawsuits and conduct of
litigation in the name of the Plan (subject to the approval of the general
counsel of RTIS), the power to interpret and construe this Plan where it
concerns questions of eligibility, of status, and subject to the opportunity for
review of denied claims pursuant to Section 10.6 hereof, rights of Participants
and others hereunder, of the amount allocated under the Plan to the Cash or
Deferred Account of any Participant, of the value of any share or other benefit,
and in general decide any dispute arising under this Plan. In all such cases the
determination of the Committee shall be final and conclusive with respect to
Participants and Beneficiaries. The Committee shall have the responsibility for
reporting the results of the Trustee's performance under the Trust Agreement to
the Participants.
10.2 Number and Selection. The Committee shall be composed of a
minimum of three Participants from time to time appointed by the Board of
Directors.
10.3 Action by Majority. All action of the Committee shall be by a
majority of the persons then comprising the committee. Such action may be taken
at a meeting of the committee or without a meeting by a resolution or memorandum
signed by all the members. No member of the committee shall be entitled to vote
or decide upon any matter pertaining to himself individually but such matter
shall be determined by the remaining members of the committee.
10.4 Organization. The Committee shall appoint one of its members as
chairman and shall appoint a secretary, and may appoint one or more assistant
secretaries and one or more other agents as it shall determine, none of whom
need be a member of the Committee but any of whom may be an officer or Employee
of an Employer. It may delegate to any agent such duties and powers and pay him
such compensation as it deems appropriate. It may authorize one or more of its
members, officers, or agents to sign in its behalf all reporting and disclosure
forms required to be filed with any governmental agency or instrumentality, and
it may designate agents for service of process against the Plan. In addition, it
may authorize one or more of its members, officers, or agents to sign in its
behalf any instructions to the Trustee and the Trustee shall be fully protected
in acting thereon and in assuming that the person holding such office or acting
as such agent continues in that capacity until otherwise advised in writing by
the Committee. It shall keep a record of all of its proceedings.
<PAGE>
39
10.5 Accounts of Participants. The Committee shall maintain records of
all accounts of Participants and such other records and data as may be necessary
and appropriate for the proper administration of the Plan and to determine the
amounts distributable to Participants and Beneficiaries. In the event any
Participant or Beneficiary who is entitled to receive any payment from the Trust
is, at the time of such payment, a minor, mentally incompetent or, in the
opinion of the Committee, under any other legal disability, the Committee may
direct such payment to the legal guardian or parent of such person or to any
person having the apparent custody or control of such Beneficiary or Participant
and such payment shall fully acquit and discharge all parties hereto.
10.6 Rules and Regulations. The Committee may adopt and promulgate such
rules and regulations as it may deem appropriate for the administration of the
Plan. The Committee shall adopt and promulgate written rules governing claims
procedures reasonably calculated to (i) provide adequate written notice to any
Participant or Beneficiary whose claim for share or other benefits under the
Plan has been denied, setting forth the specific reasons for such denial, and
(ii) afford a reasonable opportunity to such Participant or Beneficiary for a
full and fair review by the Committee of the decision denying the claim. The
determination of the Committee upon such review shall be final and conclusive.
10.7 Reliance on Documents. The Committee shall be entitled to rely
upon and shall have no liability in relying upon, except as otherwise required
by Part 4 of Title I of ERISA, any representation made to it by an Employer or
any Employee, upon any paper or document believed by it to be genuine and to
have been signed or sent by the proper person.
10.8 Expenses of the Committee. The members of the Committee shall
receive no compensation for the discharge of their duties as such members.
Expenses of such committee shall be expenses of the Plan and shall constitute a
charge upon the Trust Fund in accordance with Article XI, but may be paid by the
Employers if, as and when the Employers, in their sole discretion, deem such
payment advisable.
10.9 Non-Liability. No member of the Board of Directors (or any
committee appointed by the Board of Directors), nor of the Committee shall be
liable for any act done or omitted by him except for his or her own willful
misconduct, and except as otherwise required by Part 4 of Title I of ERISA.
10.10 Resignation or Removal. Any member of the Committee may resign by
giving written notice to the Board of Directors and may be removed by the Board
of Directors for any reason whatsoever by giving written notice to the member of
the Committee. Upon the death, resignation, removal or inability of any member
of the Committee to act as such member, the Board of Directors shall appoint a
successor.
<PAGE>
40
ARTICLE XI - PLAN AND TRUST EXPENSES
11.1 Expenses of Administering the Cash or Deferred Account. The
expenses incurred by the Trustee, the Board of Directors (or any committee
appointed by the Board of Directors) and the Committee for each Plan Year in
connection with the administration of the Plan and the Trust Fund, including
such compensation of the Trustee as may be agreed upon from time to time between
the Board of Directors and the Trustee, and all other proper charges and
expenses of the Trustee, computed on an accrual basis, shall constitute a charge
upon and shall be paid by the Trustee out of the Trust Fund, but may be paid by
the Employers if, as and when the Employers, in their sole discretion, deem such
payment to be advisable. For purposes of this Section 11.1, expenses of the
Board of Directors (or any committee appointed by the Board of Directors) and
the Committee which are paid by the Trustee, either directly or by way of
reimbursement to any Employer shall be considered as expenses incurred by the
Trustee.
ARTICLE XII - THE TRUST FUND
12.1 Trust Fund. The Trust Fund shall be held and administered by the
Trustee in accordance with the provisions of the Trust Agreement, and the
Trustee shall have such powers, duties and responsibilities, as may be set forth
in the Trust Agreement and this Plan.
12.2 Trustee. The number of Trustees shall be as may be fixed from time
to time by the Board of Directors. Fidelity Management Trust Company shall be
the initial Trustee under this restatement and shall serve as Trustee until its
successor shall be appointed by the Board of Directors. Thereafter, the Board of
Directors shall appoint as Trustee one or more individuals, trust corporations
or national banks having trust powers, in which event any such Trustee shall
continue to serve until a successor shall be appointed by the Board.
12.3 Resignation and Removal. Any Trustee may resign at any time by
giving written notice to the Board of Directors, and may be removed at any time
by the Board of Directors for any reason whatsoever by giving notice to the
Trustee. Upon the death, resignation, removal, or inability of a Trustee to act,
the Board of Directors shall appoint a successor Trustee.
12.4 Trustee's Determinations Conclusive. Subject to Article VIII
hereof, the Trustee shall determine from time to time the manner in which the
Depository Fund and the Participant Income Fund shall be invested. All such
determinations by the Trustee shall be final and conclusive.
12.5 Acquisition of Raytheon Stock. Raytheon Stock may be acquired by
the Trustee from any source, including without limitation, any Employer or any
Raytheon stockholder. If the Trustee elects to purchase Raytheon Stock from an
Employer, it shall be purchased at a price which is equal to the simple average
of the high and the low prices of Raytheon Stock on the composite tape on the
date of purchase (or if there shall be no trading on such date, then on the
first previous date on which there is such trading).
<PAGE>
41
12.6 Determination and Report of Investment Funds Values. The Trustee
shall determine and report to the Committee the aggregate value of all
Participant accounts and of any amounts contained in the Depository Fund
(hereinafter in this Section referred to as "investment funds") as of the end of
each month during the Plan Year. All investment funds shall be valued as of the
end of each Trading Day. The value of an investment fund shall be the sum of the
value, determined pursuant to the principles set forth in Section 5.5 above, of
each item of property in the investment fund reduced by the sum of the accrued
liabilities owing by the investment fund.
ARTICLE XIII - MISCELLANEOUS PROVISIONS
13.1 No Interest in Employer. No Employer shall have any interest in
any of the assets of the Trust Fund and in no event shall any income or corpus
of the Trust Fund revert to the Employer or be used for or devoted to purposes
other than the exclusive benefit of the Participants.
13.2 No Right to Employment. Nothing contained in this agreement
shall be construed to give any Employee any right to employment or to continued
employment.
13.3 Spendthrift. Except as provided in Article VI and Section 7.10
hereof, no interest of any Participant or spouse or of any Beneficiary in any
part of the Trust Fund shall be subject to sale, assignment, hypothecation, or
transfer by the Participant, spouse or Beneficiary, and each Participant, spouse
and Beneficiary is hereby prohibited from anticipating, encumbering, assigning
or in any manner alienating his or her interest under this Plan, and is and
shall be without power so to do; nor shall the interest of any Participant,
spouse or Beneficiary be liable or subject to his or her debts, liabilities or
obligations, nor shall the same or any part thereof be subject to any judgment,
execution, attachment, garnishment or other legal process against such
Participants, spouse or Beneficiary and all of the payments or other benefits
which any Participant, spouse or Beneficiary from time to time may be entitled
to receive under this Plan shall be payable only to such Participant, spouse or
Beneficiary.
13.4 Mergers. In the event of a merger, consolidation, or other
reorganization as a result of which an Employer shall continue as an existing
corporation, no Employee acquired as a result of such transaction shall be
eligible to become a Participant except as a new Employee, unless otherwise
provided in the agreement of merger, consolidation or other reorganization.
13.5 Records of Employers Conclusive. The records of any Employer as to
the employment, classification of employment, severance of employment,
re-employment, Leave of Absence, return to employment and the cause of
unemployment or termination of any Employee shall be final and conclusive upon
all parties.
<PAGE>
42
13.6 Separate Trust Funds. Notwithstanding any provision of this Plan
to the contrary, the Board of Directors may establish one or more additional
separate trust funds for the purpose of holding and administering all or a
portion of the assets under this Plan. The Board of Directors shall select the
trustee or trustees of each such separate trust fund and shall determine the
provisions of the trust agreement. Any trustee or trustees of each such separate
trust fund are authorized to receive all or any portion of a contribution from
any Employer and any Participant and any Employer is authorized to pay all or
any portion of any contribution to any such trustee or trustees of any such
separate trust fund. Upon the direction of the Board of Directors, the Trustee
shall transfer and pay over all or any part of the property held by it to such
other trustee or trustees. Upon the making of any such transfer or payment, the
trustee shall be fully relieved and discharged with respect to such transfer or
payment, and shall have no further responsibility with respect to the
application thereof. The Trustee is authorized to receive such property
constituting assets held under this Plan as may be paid or delivered to it from
time to time by any other trustee or trustees.
13.7 Multiple Fiduciary Capacities. Any person or group of persons may
serve in more than one fiduciary capacity with respect to the Plan (including,
but not by way of limitation, service both as a Trustee and administrator).
13.8 Employment of Advisers. Any person serving in a fiduciary capacity
with respect to the Plan may employ one or more persons to render advice with
regard to any responsibility such fiduciary has under the Plan. The expense of
such employment shall be expenses of the Plan and shall be a charge upon the
Trust Fund in accordance with Article XI, but may be paid by the Employers if,
as and when the Employers, in their sole discretion, deem such payment to be
advisable.
13.9 Delegation of Fiduciary Responsibilities. Any fiduciary named in
the Plan or Trust Agreement may delegate his or her fiduciary responsibilities
(other than any responsibility provided in the Trust Agreement to manage or
control the Trust Fund) to another person. The fiduciary who has so delegated
his or her responsibilities shall not be liable for an act or omission of the
person to whom such responsibilities have been delegated, except as otherwise
required by Part 4 of Title I of ERISA.
13.10 Plan Mergers. In the event of a merger or consolidation of this
Plan with, or a transfer of assets and liabilities of this Plan to, any other
plan, the benefits each Participant would receive immediately after the merger,
consolidation or transfer (if this Plan or such other plan then terminated)
shall be at least equal to the benefits he would have received under this Plan
immediately before the merger, consolidation or transfer (if this Plan had then
terminated).
<PAGE>
43
ARTICLE XIV - AMENDMENT, TERMINATION AND SUSPENSION OF CONTRIBUTIONS
14.1 Amendment.
(a) The Employers jointly, and each Employer with reference to
the fund from time to time held for the benefit of its Employees and with
respect to its Employer contributions and contributions of its Employees,
separately, reserve the power to change, amend, modify, or alter any of the
provisions of this Plan at any time or to transfer the funds or part thereof to
a new trust fund for the Participants' benefit except that no such amendment,
modification, or alteration shall be exercised retroactively to alter or change
the rights of Participants or their Beneficiaries insofar as they relate to past
contributions, nor subject to the provisions of Article XIV and Section 4.5(b)
hereof, shall any such amendment vest in any Employer any right, title or
interest in and to any assets of the Trust Fund, divest any Participant of any
credit theretofore entered in his or her Cash or Deferred Account or permit any
part of the assets to be used for or diverted to purposes other than for the
exclusive benefit of Participants and their Beneficiaries. No amendment shall
require approval by the shareholders of any Employer. No amendment which affects
the powers, duties or responsibilities of the Trustee shall be effective until
consented to in writing by the Trustee.
(b) Should any amendment to this Plan amend the vesting
schedule, a Participant whose nonforfeitable percentage of his or her accrued
benefit derived from Employer contributions is determined under such schedule
and who has at least three years of service with an Employer, may elect to have
the nonforfeitable percentage of his or her accrued benefit derived from
Employer contributions determined without regard to such amendment. Such
election must be made during the period beginning with the date the amended is
adopted and ending no earlier than the latest of the following dates:
(1) the date which is 60 days after the day the amendment
was adopted;
(2) the date which is 60 days after the day the plan
amendment becomes effective;
or
(3) the date which is 60 days after the day the participant
is issued written notice of the plan amendment by the Employer or plan
administrator.
14.2 Termination. The Employers or any Employer insofar as it is
concerned may discontinue this Plan or any Plan Account by giving written notice
to the Committee and to the Trustee. In the event of a complete discontinuance
or a termination or partial termination within the meaning of section 411(d)(3)
of the Code and the regulations thereunder, or in the event of the dissolution
of any corporation or party hereto (except the dissolution of a subsidiary whose
parent is a party hereto), or in the case of adjudication of any such
<PAGE>
44
corporation as a bankrupt, or the loss of the corporate existence of any such
corporation, or a merger into another corporation or corporations which shall
not assume the obligations of this Plan, the Plan or the discontinued Plan
Account shall terminate as to the affected Participants and the portion of the
assets then comprising the Trust Fund allocable to such Participants, as
determined by the Committee, shall be distributed among all such Participants in
proportion to their interest. Employee CODA Contributions shall be distributed
as in accordance with the provisions contained in section 401(k)(10) of the
Code.
ARTICLE XV - TENDER OFFERS FOR RAYTHEON STOCK
15.1 Applicability. Notwithstanding any provision of this Plan to the
contrary, the provisions of this Article XV shall apply in the event of a Tender
Offer. The Trustee may not sell, offer to sell, exchange or otherwise dispose of
Raytheon Stock pursuant to a Tender Offer except as provided in this Article XV.
15.2 Directions to Trustee. Each Participant may direct the Trustee to
sell, offer to sell, exchange or otherwise dispose of Allocated Stock in
accordance with the provisions, conditions and terms of such Tender Offer and
the provisions of this Article XV. Such directions from Participants shall be
confidential and shall not be divulged by the Trustee to anyone, including the
Employers or any director, officer, Employee or agent of the Employers, it being
the intent of this Section 15.2 to ensure that the Employers (and their
directors, officers, Employees and agents) cannot determine the direction given
by any Participant. Such directions shall be in such form and shall be filed in
such manner and at such time as the Trustee may prescribe. The confidentiality
provision of this Section shall likewise apply to the decisions of the Trustee
made pursuant to Section 15.4 hereof.
15.3 Trustee Action On Participant Directions. The Trustee shall sell,
offer to sell, exchange or otherwise dispose of Allocated Stock pursuant to a
Tender Offer with respect to which it has received directions from Participants
to do so under this Article XV. The proceeds of a disposition of Allocated Stock
directed by a Participant from his or her Plan Accounts under this Article XV
shall be allocated to the Participant's Plan Accounts from which the Raytheon
Stock was taken and shall be governed by the provisions of Section 15.5 hereof.
To the extent Participants do not validly direct the Trustee to sell, offer to
sell, exchange or otherwise dispose of Allocated Stock pursuant to a Tender
Offer, the Trustee shall not sell, offer to sell, exchange or otherwise dispose
of such shares pursuant to such Tender Offer.
15.4 Trustee Action on Unallocated Raytheon Stock. The Trustee shall
sell, offer to sell, exchange or otherwise dispose of only that number of shares
of Unallocated Raytheon Stock that bears the same ratio to the total of all
shares of Unallocated Raytheon Stock as the number of shares of Allocated Stock
for which the Trustee has received valid directions from Participants to sell,
offer to sell, exchange or otherwise dispose of bears to the total number of
shares of Allocated Stock in the Plan Accounts of Participants. The proceeds of
a disposition of Unallocated Raytheon Stock shall be held by the Trustee and
invested in accordance with the provisions of Section 15.5 hereof.
<PAGE>
45
15.5 Investment of Plan Assets after Tender Offer. Following the sale,
exchange or other disposition of Raytheon Stock by the Trustee pursuant to a
Tender Offer and in accordance with this Article XV, the following provisions
shall apply.
(a) In the event that, immediately following completion of the
Tender Offer, Raytheon Stock is no longer a "Qualifying Employer Security" (as
defined by ERISA), the Trustee shall retain any new Qualifying Employer
Securities received pursuant to such sale, exchange or other disposition and
invest the other proceeds from such sale, exchange or other disposition in new
Qualifying Employer Securities to the extent available as soon as practicable.
(b) In the event that, immediately following completion of the
Tender Offer, Raytheon Stock continues to be a Qualifying Employer Security,
then the Trustee shall invest the proceeds from such sale, exchange or other
disposition in accordance with the investment provisions of this Plan applicable
to the Plan Accounts from which the Raytheon Stock was sold, exchanged or
disposed of.
(c) Pending the investment of the proceeds from a sale,
exchange or other disposition of Raytheon Stock in accordance with this Section
15.5, or in the event Qualifying Employer Securities do not exist or are not
available, the proceeds from such sale, exchange or other disposition of
Raytheon Stock shall be invested in such manner as the Trustee (or investment
manager appointed by the Board of Directors for such purpose) in its discretion
shall from time to time determine.
ARTICLE XVI - TOP-HEAVY PROVISIONS
16.1 General. The provisions of this Article XVI shall apply if and
only if the Plan shall become Top-Heavy with respect to a Plan Year. In the
event the Plan is determined to be Top-Heavy with respect to a Plan Year, the
provisions of this Article XVI shall apply during such Plan Year in lieu of any
conflicting provisions set forth elsewhere in the Plan with respect to benefit
accrual, vesting, entitlement to benefits, commencement of benefit payments, and
rights of Participants or others under this Plan. None of the provisions set
forth in this Article XVI shall apply to benefit accrual, vesting, entitlement
to benefits, commencement of benefit payments, and rights of Participants or
others during any Plan Year with respect to which this Plan is not determined to
be Top-Heavy, regardless of whether such Plan Year occurs before or after a Plan
Year with respect to which this Plan is determined to be Top-Heavy, provided,
however, that any benefit accrual, vesting, entitlement to benefits,
commencement of benefit payments, or rights of Participants or others which are
protected under sections 411(a)(10) and 411(d)(6) of the Code which accrue
during any Plan Year with respect to which this Plan is determined to be
Top-Heavy, shall not be reduced thereafter.
<PAGE>
46
16.2 Minimum Employer Contributions.
(a) The minimum amount of CODA Contributions pursuant to the
Plan for each Participant who is not a Key Employee and who does not participate
in a defined benefit plan maintained by the Employer or an Affiliated Company of
RTIS which is qualified under section 401(a) of the Code shall be not less than
three percent of such Participant's Compensation during the Plan Year, but such
percent shall be reduced, if necessary, to a percent not exceeding the percent
of Compensation (disregarding any Compensation in excess of $150,000)
contributed under theCash or Deferred Account and any other salary reduction
agreement for the Participant who is the Key Employee during such Plan Year
receiving the highest contributions and Forfeitures from the Cash or Deferred
Account or any other salary reduction agreement for the Plan Year. For purposes
of determining the highest rate allocated to a Key Employee for a year in which
the plan is Top-Heavy under section 416 of the Code, Employer CODA Contributions
must be included in determining the percentage. When providing for the minimum
contribution hereunder pursuant to section 416(c) of the Code, the Employer CODA
Contributions made on behalf of non-Key Employees shall not be considered.
(b) For purposes of this Section, the term "Compensation"
shall have the meaning set forth for such term in Section 2.35 hereof. For
purposes of determining if the minimum contributions set forth herein have been
made in any Plan Year, all Employer contributions made for participants in all
U.S. tax qualified defined contribution plans maintained by RTIS and its
Subsidiaries shall be added to the contributions made for Participants pursuant
to this Plan. Notwithstanding the foregoing, if the Employer maintains more than
one plan which is Top-Heavy, each Employee covered under both a defined
contribution plan and a defined benefit plan which are top-heavy will receive
the defined benefit minimum contribution in the defined benefit plan offset by
the benefits provided under this and any other Top-Heavy defined contribution
plan, provided that if the provisions of Section 16.4 hereof do not apply, i.e.,
1.0 is not substituted for 1.25, then the defined benefit minimum contribution
will be increased by one percentage point (to a maximum of 10 percentage points)
per year of service.
16.3 Top-Heavy. The Plan shall be "Top-Heavy" during a Plan Year if, as
of the Determination Date, the aggregate of the accounts of all Participants who
are Key Employees exceeds 60 percent of the aggregate of the accounts of all
Participants. For purposes of determining if the foregoing condition is met:
(a) the present value of the cumulative accrued benefits of
all participants in all U.S. tax qualified defined benefit plans, and the
aggregate of the accounts of all participants in all U.S. tax qualified defined
contribution plans, maintained by RTIS or any subsidiary of RTIS in which a Key
Employee is a participant and all plans in the Required Aggregation Group shall
be added to the aggregate of all accounts under this Plan;
<PAGE>
47
(b) all distributions made to participants under this Plan and
all such other plans during the five-year period ending on the Determination
Date shall be included;
(c) rollover contributions to this Plan or any other plan
described in this paragraph initiated by a participant shall be excluded;
(d) the accrued benefits and accounts of any participant who
has performed no services for an Employer under this or any such other plan
during the five-year period ending on the Determination Date shall be
disregarded; and
(e) a participant who was a Key Employee on the Determination
Date but who ceased to be a Key Employee in the following Plan Year shall not be
considered a Key Employee for purposes of the determination.
16.4 Limitations on Annual Additions. "1.0" shall be substituted for
"1.25" in the definitions of the terms "Defined Benefit Fraction" and "Defined
Contribution Fraction" unless (i) the requirements in Section 16.3 hereof are
met when the provisions of such Section 16.2 hereof are applied by substituting
"four percent" for "three percent" therein and (ii) this Plan would not be
Top-Heavy if "90 percent" were substituted for "60 percent" in Section 16.3
hereof.
This Plan shall be effective as of July 11, 1997, subject to the
approval of the Internal Revenue Service.
IN WITNESS WHEREOF, this instrument is executed as of the 11th day of
July, 1997.
RAYTHEON TI SYSTEMS, INC.
By:
September 24, 1997
Raytheon Company EXHIBIT 5.1
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 200,000 shares (the "Shares") of the
Company's Common Stock, par value $1.00 per share, as well as an indeterminate
amount of related interests (the "Interests") in the Raytheon TI Systems Savings
Plan (the "Plan"), which Shares and Interests may hereafter be acquired by
participants ("Participants") in the Plan. 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 genuiness 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 Plan,
legally issued, fully paid and non-assessable.
I am also of the opinion that the Plan confers valid Interests upon
Participants, to the extent and upon the terms and conditions described in the
Plan.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
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.
/s/ Coopers & Lybrand
Coopers & Lybrand L.L.P.
Boston, Massachusetts
September 24, 1997
