8-KMaterial Agreements

BOEING CO 8-K Report, Material Agreement (Mar 3, 2006)

Filed March 3, 2006For Securities:BABA-PA

Summary

This 8-K filing from The Boeing Company, dated March 3, 2006, reports on material definitive agreements related to executive compensation. On February 27, 2006, Boeing's Compensation Committee approved significant stock option grants and cash-based performance awards for its top executive officers under the company's long-term incentive program. These awards are tied to the achievement of financial goals over a three-year performance period ending December 31, 2008. The cash awards have a target payout of $100 per unit, with potential payouts ranging from $0 to $200 per unit based on performance, meaning a target award could be worth between 0% and 200% of the individual's target award. Stock options were granted with an exercise price of $74.45, reflecting the fair market value on the grant date, and vest annually over three years. Investors should note that further details on executive compensation will be provided in the company's definitive proxy statement.

Key Highlights

  • 1Boeing's Compensation Committee approved stock option grants and cash-based performance awards for executive officers on February 27, 2006.
  • 2The cash-based awards are linked to a three-year performance period ending December 31, 2008.
  • 3Each unit of the cash award has a target value of $100, with potential payouts ranging from $0 to $200 per unit based on company performance.
  • 4Executive payouts for cash awards can range from 0% to 200% of their target award.
  • 5Stock options were granted with an exercise price of $74.45, equal to the stock's fair market value on the grant date.
  • 6Stock options vest annually over a three-year period and expire ten years from the grant date.
  • 7Additional compensation details for named executive officers will be included in the 2006 definitive proxy statement.

Frequently Asked Questions

The Compensation Committee approved stock option grants and cash-based performance awards for certain executive officers under the company's long-term incentive program.

These awards are based on achieving long-term financial goals over a three-year performance period ending December 31, 2008. Each unit has an initial value of $100, and the final payout per unit can range from $0 to $200, meaning individual target awards could result in payouts from 0% to 200% of the target amount, depending on Boeing's performance.

The stock options were granted with an exercise price of $74.45, which was the fair market value of Boeing stock on the February 27, 2006 grant date. These options vest annually over a three-year period and expire ten years from the date of grant.

Boeing intends to provide additional details regarding this and other compensation for named executive officers in its definitive proxy statement for the 2006 annual meeting of shareholders, which was expected to be filed later in March 2006.