UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K

 Current Report

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

June 22, 2015
Date of Report (Date of earliest event reported)
 
The Boeing Company
 
 
(Exact name of registrant as specified in its charter)
 
Delaware
1-442
91-0425694
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification Number)
 
100 N. Riverside, Chicago, IL
60606-1596
(Address of Principal Executive Offices)
(Zip Code)
(312) 544-2000
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2015, W. James McNerney, Jr. decided to step down as Chief Executive Officer of The Boeing Company (the “Company”) effective July 1, 2015 (the “Effective Date”) and Dennis A. Muilenburg was elected as President and Chief Executive Officer of the Company and a member of the Board of Directors (the “Board”) as of the Effective Date.  Mr. McNerney will continue to serve as the Chairman of the Board. A copy of the Company’s press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Mr. McNerney and the Company entered into a Transition and Retirement Agreement (the “Agreement”) dated June 22, 2015, which supersedes the existing employment agreement between Mr. McNerney and the Company. Pursuant to the Agreement, Mr. McNerney will remain employed by the Company between the Effective Date and February 29, 2016 (such period, the “Transition Period”) in order to assist with the leadership transition. During the Transition Period, Mr. McNerney will receive a base salary at an annual rate of $1.5 million (the “Transition Base Salary”), will be eligible to earn an annual incentive award at a target rate of 150% of the Transition Base Salary, and will continue to be eligible to accrue certain pension benefits. As of the Effective Date, Mr. McNerney will not be entitled to receive future grants of awards as an employee pursuant to The Boeing Company 2003 Incentive Stock Plan (the “Stock Plan”) nor will he be eligible to participate in the Boeing Executive Layoff Plan. Mr. McNerney’s outstanding equity and other incentive awards will continue to vest, if at all, in accordance with the terms of the applicable agreements. During the Transition Period, Mr. McNerney will continue to receive benefits and executive perquisites similar in nature and scope to those he received during his tenure as Chief Executive Officer, consistent with the Company’s previously disclosed policies and subject to the terms set forth in the Agreement with respect to air travel. The Agreement preserves the non-competition, confidentiality and non-solicitation provisions from Mr. McNerney’s existing employment agreement. Following the Transition Period, Mr. McNerney will receive the same cash and equity compensation for his Board service as other non-employee Board members in accordance with the Company’s non-employee director compensation program, including any additional cash retainer that the Board may provide Mr. McNerney in connection with his service as Chairman of the Board. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.

Mr. Muilenburg, 51, has served as the Company’s Vice Chairman, President and Chief Operating Officer since December 2013.  Prior to that, he served as Boeing Executive Vice President and President and Chief Executive Officer, Boeing Defense, Space & Security from September 2009 to December 2013.  In connection with his new role, Mr. Muilenburg will receive a base salary at an annual rate of $1.6 million and will be eligible to earn an annual incentive award at a target rate of 170% of his base salary. In addition, Mr. Muilenburg will receive 18,709 restricted stock units, effective as of the Effective Date and upon his commencing to serve as the Company’s Chief Executive Officer on the Effective Date. The restricted stock units will vest three years after the Effective Date and will be subject to the terms and conditions set forth in the Stock Plan and the Notice of Terms of Restricted Stock Units, a copy of which is filed as Exhibit 10.2 and incorporated herein by reference.

The Board also appointed Mr. Muilenburg to serve as Chair of the Board’s Special Programs Committee and as the sole member of the Board’s Stock Plan Committee, in each case as of the Effective Date.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 22, 2015, the Board adopted an amendment to Article II, Section 1 of the Company’s By-Laws to increase the number of directors from ten to eleven, effective as of the Effective Date. A copy of the amended and restated By-Laws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit
Number
 
Description
3.2
 
By-Laws of The Boeing Company, as amended and restated effective July 1, 2015
10.1
 
Transition and Retirement Agreement dated June 22, 2015
10.2
 
Notice of Terms of Restricted Stock Units
99.1
 
Press Release issued by The Boeing Company dated June 23, 2015



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
THE BOEING COMPANY
      
By: /s/ Michael F. Lohr
 Michael F. Lohr
 Vice President, Assistant General Counsel and Corporate Secretary

Dated: June 23, 2015




INDEX TO EXHIBITS

Exhibit
Number
 
Description
3.2
 
By-Laws of The Boeing Company, as amended and restated effective July 1, 2015
10.1
 
Transition and Retirement Agreement dated June 22, 2015
10.2
 
Notice of Terms of Restricted Stock Units
99.1
 
Press Release issued by The Boeing Company dated June 23, 2015







Exhibit 3.2















BY-LAWS
OF
THE BOEING COMPANY
(as amended and restated effective July 1, 2015)



TABLE OF CONTENTS
ARTICLE I Stockholders’ Meetings
1

 
SECTION 1. Annual Meetings.
1

 
SECTION 2. Special Meetings.
1

 
SECTION 3. Place of Meetings.
1

 
SECTION 4. Notice of Meetings.
1

 
SECTION 5. Waivers of Notice.
2

 
SECTION 6. Quorum; Required Vote.
2

 
SECTION 7. Proxies.
2

 
 
7.1 Appointment.
2

 
 
7.2 Delivery to Corporation; Duration.
2

 
SECTION 8. Inspectors of Election.
2

 
 
8.1 Appointment.
2

 
 
8.2 Duties.
3

 
 
8.3 Determination of Proxy Validity.
3

 
SECTION 9. Fixing the Record Date.
3

 
 
9.1 Meetings.
3

 
 
9.2 Consent to Corporate Action Without a Meeting.
3

 
 
9.3 Dividends, Distributions, and Other Rights.
3

 
 
9.4 Voting List.
4

 
SECTION 10. Action by Stockholders Without a Meeting.
4

 
SECTION 11. Notice of Nominations and Other Stockholder Business; Required Vote for Directors; Director Qualification.
5

 
 
11.1 Notice of Nominations and Other Stockholder Business.
5

 
 
11.2 Required Vote for Directors.
8

 
 
11.3 Director Qualification: Submission of Questionnaire, Representation, and Agreement.
8

 
SECTION 12. Notice to Corporation.
9

 
SECTION 13. Organization and Conduct of Meetings.
9

ARTICLE II Board of Directors
9

 
SECTION 1. Number and Term of Office.
9

 
SECTION 2. Nomination and Election.
9

 
 
2.1 Nomination.
9

 
 
2.2 Election.
9

 
SECTION 3. Place of Meeting.
9

 
SECTION 4. Annual Meeting.
9

 
SECTION 5. Stated Meetings.
9

 
SECTION 6. Special Meetings.
10

 
 
6.1 Convenors and Notice.
10

 
 
6.2 Waiver of Notice.
10

 
SECTION 7. Quorum and Manner of Acting.
10

 
SECTION 8. Chairman of the Board.
10

 
SECTION 9. Resignations.
10

 
SECTION 10. Removal of Directors.
10

 
SECTION 11. Filling of Vacancies Not Caused by Removal.
10

 
SECTION 12. Director Compensation.
11

 
SECTION 13. Action Without a Meeting.
11

 
SECTION 14. Telephonic Meetings.
11

ARTICLE III Board of Directors Committees
11

 
SECTION 1. Audit Committee.
11

 
SECTION 2. Other Committees.
11




 
 
2.1 Committee Powers.
11

 
 
2.2 Committee Members.
11

 
SECTION 3. Quorum and Manner of Acting.
12

ARTICLE IV Officers and Agents: Terms, Compensation, Removal, Vacancies
12

 
SECTION 1. Officers.
12

 
SECTION 2. Term of Office.
12

 
SECTION 3. Salaries of Elected Officers.
12

 
SECTION 4. Bonuses.
12

 
SECTION 5. Removal of Elected and Appointed Officers.
12

 
SECTION 6. Vacancies.
12

ARTICLE V Officers’ Duties and Powers
12

 
SECTION 1. Chairman of the Board.
12

 
SECTION 2. President.
13

 
SECTION 3. Chief Executive Officer.
13

 
SECTION 4. Vice Chairmen, Vice Presidents and Controller.
13

 
SECTION 5. Secretary.
13

 
SECTION 6. Treasurer.
13

 
SECTION 7. Additional Powers and Duties.
13

 
SECTION 8. Disaster Emergency Powers of Acting Officers.
14

ARTICLE VI Stock and Transfers of Stock
14

 
SECTION 1. Stock Certificates; Uncertificated Shares.
14

 
SECTION 2. Transfer Agents and Registrars.
14

 
SECTION 3. Transfers of Stock.
14

 
SECTION 4. Lost Certificates.
15

ARTICLE VII Miscellaneous
15

 
SECTION 1. Fiscal Year.
15

 
SECTION 2. Signing of Negotiable Instruments.
15

 
SECTION 3. Indemnification.
15

 
 
3.1 Right to Indemnification.
15

 
 
3.2 Right of Indemnitee to Bring Suit.
15

 
 
3.3 Nonexclusivity of Rights.
16

 
 
3.4 Insurance, Contracts, and Funding.
16

 
 
3.5 Indemnification of Employees and Agents.
16

 
 
3.6 Procedures for the Submission of Claims.
16

 
 
3.7 Other Sources of Indemnification or Advancement of Expenses.
17

 
SECTION 4. Forum for Adjudication of Disputes.
17

ARTICLE VIII Amendments
17

 
SECTION 1. Amendment of the By-Laws: General.
17

 
SECTION 2. Amendments as to Compensation and Removal of Officers.
17





ARTICLE I
Stockholders’ Meetings
SECTION 1. Annual Meetings.
The annual meeting of stockholders shall be held on such date and at such time as the Board of Directors shall determine for the election of directors and the transaction of such other business as may properly be brought before the meeting.
SECTION 2. Special Meetings.
A special meeting of stockholders may be called at any time by the Board of Directors, and the Board of Directors shall call a special meeting upon written request to the Secretary by stockholders entitled to vote and dispose of at least twenty-five percent (25%) of the outstanding shares of the Corporation. Any such written request must be signed by each requesting holder, stating the number of shares owned by each such holder, and shall specify the purpose of the proposed meeting (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these By-Laws or the Certificate of Incorporation, the language of the proposed amendment). Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice provided pursuant to Article I, Section 4 of these By-Laws; provided, however, that nothing in these By-Laws shall prohibit the Board of Directors from submitting matters to the stockholders at any special meeting requested by stockholders.
SECTION 3. Place of Meetings.
All meetings of stockholders shall be held at such place or places, if any, within or without the State of Delaware as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.
SECTION 4. Notice of Meetings.
Except as otherwise required by statute and as set forth below, notice of each annual or special meeting of stockholders shall be given by the Corporation personally, by mail or by electronic transmission to each stockholder of record entitled to vote at such meeting not less than thirty (30) nor more than sixty (60) (or the maximum number permitted by applicable law) days before the meeting date. Except as otherwise required by statute, no publication of any notice of a meeting of stockholders shall be required. Every notice of a meeting of stockholders shall state the place, if any (or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person), date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called (including any purpose set forth in a request by stockholders properly made pursuant to Article I, Section 2 of these By-Laws). Notices are deemed given by the Corporation (i) if by mail, when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation, or, if a stockholder shall have filed with the Secretary a written request that notices to such stockholder be mailed to some other address, then directed to such stockholder at such other address; (ii) if by facsimile, when directed to a number at which the stockholder has consented to receive notice; (iii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive such notice; (iv) if by posting on an electronic network together with a separate notice to the stockholder of such specific posting, upon the later to occur of (A) such posting and (B) the giving of such separate notice of such posting; and (v) if by any other form of electronic transmission, when directed to the stockholder as required by law and, to the extent required by applicable law, in the manner consented to by the stockholder. An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting, executed by the Secretary, Assistant Secretary or any transfer agent of the Corporation giving the notice, shall be prima facie evidence of the giving of such notice. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 233 of the Delaware General Corporation Law. Any previously scheduled meeting of stockholders may be postponed by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

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SECTION 5. Waivers of Notice.
Whenever any notice is required to be given to any stockholder under the provisions of these By-Laws, the Certificate of Incorporation, or the Delaware General Corporation Law, a waiver thereof in writing signed by the person or persons entitled to such notice or a waiver by electronic transmission, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a stockholder at a meeting, in person or by proxy shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 6. Quorum; Required Vote.
At all meetings of stockholders, except when otherwise provided by applicable law, the Certificate of Incorporation or these By-Laws, the presence, in person or by proxy, of the holders of one-third of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business; and except as otherwise provided by the Certificate of Incorporation, these By-Laws, the rules and regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, the vote, in person or by proxy, of the holders of a majority of the shares constituting such quorum shall be binding upon all stockholders. In the absence of a quorum, the chairman of the meeting or a majority of the shares present in person or by proxy and entitled to vote may adjourn any meeting to another place and time. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. Unless otherwise provided by statute, no notice of an adjourned meeting need be given.
SECTION 7. Proxies.
7.1 Appointment.
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee, or agent executing a writing or causing his or her signature to be affixed to such writing by any reasonable means, including facsimile signature or by electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service, or similar agent duly authorized by the intended proxy holder to receive such transmission.
7.2 Delivery to Corporation; Duration.
A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the Corporation of the consent to corporate action in writing. A proxy shall become invalid three (3) years after the date of its execution, unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.
SECTION 8. Inspectors of Election.
8.1 Appointment.
In advance of any meeting of stockholders, the Board of Directors shall appoint one or more persons to act as inspectors of election at such meeting and any adjournment thereof and to make a written report thereof. The Board of Directors may designate one or more persons to serve as alternate inspectors to serve in place of any inspector who is unable or fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairman of such meeting shall appoint one or more persons to act as inspector at such meeting. Inspectors may be employees of the Corporation, but no director or candidate for director may act as an inspector of an election of directors.

2


8.2 Duties.
The inspectors of election shall (a) ascertain the number of shares of the Corporation outstanding and the voting power of each such share; (b) determine the shares represented at the meeting and the validity of proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by them; and (e) certify their determination of the number of shares represented at the meeting and their count of the votes and ballots. Each inspector shall, before entering upon the discharge of his or her duties, take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors may appoint or retain other persons or entities to assist them in the performance of their duties.
8.3 Determination of Proxy Validity.
The validity of any proxy or ballot executed for a meeting of stockholders shall be determined by the inspectors of election in accordance with the Delaware General Corporation Law.
SECTION 9. Fixing the Record Date.
9.1 Meetings.
For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not fewer than thirty (30) nor more than sixty (60) (or the maximum number permitted by applicable law) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
9.2 Consent to Corporate Action Without a Meeting.
For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) (or the maximum number permitted by applicable law) days after the date on which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent pursuant to Article I, Section 10 of these By-Laws shall, by written notice to the Secretary, request that the Board of Directors fix a record date, which notice shall include the text of any proposed resolutions. If no record date has been fixed by the Board of Directors pursuant to this Section 9.2 or otherwise within ten (10) days of receipt of a valid request by a stockholder, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required pursuant to applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation pursuant to Article I, Section 10 of these By-Laws; provided, however, that if prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall in such an event be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
9.3 Dividends, Distributions, and Other Rights.
For the purpose of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) (or the maximum number permitted by applicable law) days prior to such action. If

3


no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
9.4 Voting List.
The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. This list shall be open to examination by any stockholder, for any purpose germane to the meeting, for a period of ten (10) days prior to the meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation. The list shall also be produced and kept at such meeting for inspection by any stockholder who is present.
SECTION 10. Action by Stockholders Without a Meeting.
Subject to the provisions of Article EIGHTH of the Certificate of Incorporation and Article I, Section 9.2 of these By-Laws, any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, are (a) signed by the holders of outstanding stock having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and (b) delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the records of proceedings of meetings of stockholders. Delivery made to the Corporation’s registered office shall be by hand or by certified mail or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation, in the manner required by this Section 10, within sixty (60) (or the maximum number permitted by applicable law) days of the date of the earliest dated consent delivered to the Corporation in the manner required by this Section 10. The validity of any consent executed by a proxy for a stockholder pursuant to an electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of stockholders. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
In the event of the delivery, in the manner provided by this Section 10 and applicable law, to the Corporation of written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage independent inspectors of election for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Corporation in accordance with this Section 10 and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained in this Section 10 shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

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SECTION 11. Notice of Nominations and Other Stockholder Business; Required Vote for Directors; Director Qualification.
11.1 Notice of Nominations and Other Stockholder Business.
A. Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (a) as specified in the Corporation’s notice of meeting (or any supplement thereto); (b) by or at the direction of the Board of Directors or any committee thereof; or (c) by any stockholder of the Corporation who (i) was a stockholder of record at the time the notice provided for in this By-Law is delivered to the Secretary, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures and conditions set forth in this By-Law as to such nomination or other business; clause (c) shall be the exclusive means for a stockholder to make nominations or submit proposals for other business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement that has been prepared to solicit proxies for such annual meeting) before an annual meeting of stockholders.
(2) Without qualification, for any nominations or any other business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred and twentieth (120th) day and not later than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting and the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the Corporation. In no event shall the adjournment or postponement of an annual meeting (or any public announcement thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper form, such stockholder’s notice (whether given pursuant to this Section 11.1.A(2) or Section 11.1.B) to the Secretary must: (a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal for other business is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, if any, (B) a description of any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and such beneficial owner, if any, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder and such beneficial owner, if any, has a right to vote any shares of any security of the Corporation, (D) any short interest in any security of the Corporation (for purposes of this By-Law a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder and such beneficial owner, if any, that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder and such beneficial owner, if any, is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (G) any performance-related fees (other than an asset-based fee) that such stockholder and such beneficial owner, if any, is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, all such information to be provided as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s and such beneficial owner’s, if any, immediate family sharing the same household (which information

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shall be supplemented by such stockholder and such beneficial owner, if any, not later than ten (10) days after the record date for the annual meeting to disclose such ownership as of the record date), (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal of other business and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation (A) that the stockholder is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to propose such business or nomination and (B) whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination, and (v) an undertaking by the stockholder and beneficial owner, if any, to notify the Corporation in writing of any change in the information called for by clauses (i), (ii), (iii) and (iv) as of the record date for such meeting, by notice received by the Secretary at the principal executive offices of the Corporation not later than the tenth (10th) day following such record date; (b) if the notice relates to any business other than the nomination of a director or directors that the stockholder proposes to bring before the annual meeting, set forth (i) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these By-Laws, the language of the proposed amendment), the reasons for conducting such business at the annual meeting and any material interest of such stockholder and beneficial owner, if any, in such business and (ii) a description of all agreements, arrangements, and understandings between such stockholder and beneficial owner, if any, and their respective affiliates and associates, and any other person or persons (including their names) acting in concert therewith in connection with the proposal of such business by such stockholder; (c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors (i) all information relating to such person that would be required to be disclosed, whether in a proxy statement, other filings required to be made in connection with solicitations of proxies for election of directors in a contested election, or otherwise, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and a statement whether such person, if elected, intends to tender, promptly following such person’s election or reelection, an irrevocable resignation effective upon such person’s failure to receive the required vote for reelection at the next meeting at which such person would face reelection and upon acceptance of such resignation by the Board of Directors, (iii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or any other person or persons (including their names) acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or any other person or persons (including their names) acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (iv) any information that such person would be required to disclose pursuant to Section 11.1.A(2)(a)(ii) if such person were a stockholder purporting to make a nomination or propose business pursuant to Section 11.1.A(1)(c), and (v) an undertaking to notify the Corporation in writing of any change in the information called for by clauses (i), (ii), (iii) and (iv) as of the record date for such meeting, by notice received by the Secretary at the principal executive offices of the Corporation not later than the tenth (10th) day following such record date; and (d) with respect to each nominee for election or reelection to the Board of Directors, include the completed and signed questionnaire, representation and agreement required by Section 11.3. The Corporation may also, as a condition of any such nomination being deemed properly brought before an annual meeting, require any proposed nominee to furnish (i) any information required pursuant to any undertaking delivered pursuant to this Section 11.1.A(2) and (ii) such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

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(3) Notwithstanding anything in the second sentence of Section 11.1.A(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors at the annual meeting of stockholders is increased effective after the time period for which nominations would otherwise be due under Section 11.1.A(2) and there is no public announcement by the Corporation naming all of the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.
B. Special Meetings of Stockholders.
Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the special meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting at which directors are to be elected pursuant to the Corporation’s notice of special meeting (a) by or at the direction of the Board of Directors or any committee thereof or stockholders pursuant to Article 1, Section 2 hereof, or (b) provided that the Board of Directors or stockholders pursuant to Article 1, Section 2 hereof has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time the notice provided for in this By-Law is delivered to the Secretary and at the time of the special meeting, (ii) is entitled to vote at the special meeting, and (iii) complies with the notice procedures and conditions set forth in this By-Law (including the information requirements in Section 11.1.A(2)) as to such nomination. For the avoidance of doubt, the foregoing clause (b) of this Section 11.1.B shall be the exclusive means for a stockholder to propose nominations of persons for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. In the event the Corporation calls a special meeting for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 11.1.A(2) (including the completed and signed questionnaire, representation and agreement required by Section 11.3) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred and twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting and the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting. In no event shall the adjournment or postponement of a special meeting as to which notice has been sent to stockholders, or any public announcement with respect thereto, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
C. General.
(1) Only such persons who (a) are nominated in accordance with the procedures and have satisfied the conditions set forth in this By-Law and (b) have delivered and are in compliance with the representation and agreement described in Section 11.3 shall be eligible to be elected as directors at an annual or special meeting of stockholders and, if properly elected, to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this By-Law (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 11.1.A(2)(a)(iv)) and (b) if any proposed nomination or business was not made or proposed in compliance with this By-Law, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this By-Law, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For

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purposes of this By-Law, to be considered a qualified representative of the stockholder, a person must be (i) a duly authorized officer, manager, or partner of such stockholder or (ii) authorized, by a writing executed by such stockholder or an electronic transmission delivered by such stockholder, to act for such stockholder as proxy at the annual or special meeting and such person attending the meeting must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the annual or special meeting.
(2) For purposes of this By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.
(3) Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this By-Law; provided, however, that any references in these By-Laws to the Exchange Act or to the rules or regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to any nominations or proposals as to any other business to be considered pursuant to this By-Law (including Section 11.1.A(1)(c) or Section 11.1.B). Nothing in this By-Law shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation, or these By-Laws.
11.2 Required Vote for Directors.
A nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that the directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Secretary receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 11.1 and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date the Corporation first mails its notice of meeting for such meeting to stockholders. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee. Votes cast shall exclude abstentions with respect to that director’s election.
11.3 Director Qualification: Submission of Questionnaire, Representation, and Agreement.
To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 11.1) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request), that such person (a) is not and will not become a party to (i) any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; (b) is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed therein; and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with the Corporation’s Corporate Governance Principles and Code of Ethical Business Conduct for Members of the Board of Directors, as well as all other applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

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SECTION 12. Notice to Corporation.
Any written notice or consent required to be delivered by a stockholder to the Corporation pursuant to Sections 9.2 or 11.1 of this Article I or Section 2.1 of Article II must be given, either by personal delivery or by registered or certified mail, postage prepaid, to the Secretary at the Corporation’s executive offices in the City of Chicago, State of Illinois.
SECTION 13. Organization and Conduct of Meetings.
The Chairman of the Board of Directors or, in the Chairman’s absence, a Director or officer as a majority of the members of the Board may designate shall act as chairman of meetings of stockholders. The Secretary shall act as secretary of meetings of stockholders, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Except to the extent inconsistent with any rules and regulations for the conduct of any meeting of stockholders as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.
ARTICLE II
Board of Directors
SECTION 1. Number and Term of Office.
The number of directors shall be eleven (11), but the number may be increased, or decreased to not less than three (3), from time to time, by the directors or stockholders by amendment of these By-Laws in accordance with Article VIII. At each annual meeting of stockholders, each director shall be elected to hold office until the next annual meeting or until his or her successor shall be elected and qualified or until his or her earlier death, disqualification, resignation or removal.
SECTION 2. Nomination and Election.
2.1 Nomination.
Only persons who are nominated in accordance with Article I, Section 11 of these By-Laws shall be eligible for election as directors.
2.2 Election.
At each election of directors by stockholders, the persons who are elected in accordance with Article I, Section 11 of these By-Laws shall be the directors.
SECTION 3. Place of Meeting.
Meetings of the Board of Directors, or of any committee thereof, may be held within or without the State of Delaware.
SECTION 4. Annual Meeting.
Each year the Board of Directors shall meet in connection with the annual meeting of stockholders for the purpose of electing officers and for the transaction of other business. No notice of such annual meeting of the Board of Directors is required. Such annual meeting may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a consent and waiver of notice thereof, signed by all the directors.
SECTION 5. Stated Meetings.
The Board of Directors may, by resolution adopted by affirmative vote of a majority of the whole Board of Directors, from time to time appoint the time and place for holding stated meetings of the Board of Directors, if by it deemed advisable; and such stated meetings shall thereupon be held at the time and place so appointed, without the giving of

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any special notice with regard thereto. Except as otherwise provided in these By-Laws, any and all business may be transacted at any stated meeting.
SECTION 6. Special Meetings.
6.1 Convenors and Notice.
Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors or any two (2) directors. Notice of a special meeting of the Board of Directors, stating the place, day, and hour of the meeting, shall be given to each director in writing (by mail, electronic transmission or personal delivery) or orally (by telephone or in person).
6.2 Waiver of Notice.
With respect to a special meeting of the Board of Directors, a written waiver signed by a director or waiver by electronic transmission shall be deemed equivalent to notice to that director. A director’s attendance at a meeting shall constitute that director’s waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the waiver of notice of such meeting.
SECTION 7. Quorum and Manner of Acting.
Except as herein otherwise provided, forty percent (40%) of the total number of directors fixed by or in the manner provided for in these By-Laws at the time of any stated or special meeting of the Board of Directors or, if vacancies exist on the Board of Directors, forty percent (40%) of such number of directors then in office; provided, however, that such number may not be less than one-third of the total number of directors fixed by or in the manner provided for in these By-Laws, shall constitute a quorum for the transaction of business; and, except as otherwise required by statute, the Certificate of Incorporation, or these By-Laws, the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting, from time to time, until a quorum is present. No notice of any adjourned meeting need be given.
SECTION 8. Chairman of the Board.
The Chairman of the Board shall preside, when present, at all meetings of the Board of Directors, except as otherwise provided by law.
SECTION 9. Resignations.
Any director may resign at any time by giving written notice or notice by electronic transmission thereof to the Secretary. Such resignation shall take effect at the time specified therefor or if the time is not specified, upon delivery thereof; and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 10. Removal of Directors.
Any director may be removed with or without cause by the affirmative vote of the holders of record of a majority of the outstanding shares of stock entitled to vote, at a meeting of stockholders called for that purpose; and the vacancy on the Board of Directors caused by any such removal may be filled by the stockholders at such meeting or at any subsequent meeting.
SECTION 11. Filling of Vacancies Not Caused by Removal.
In case of any increase in the number of directors, or of any vacancy created by death, disqualification, or resignation, the additional director or directors may be elected or, as the case may be, the vacancy or vacancies may be filled, either (a) by the affirmative vote of a majority of the remaining directors, even if less than a quorum or (b) by the

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stockholders entitled to vote, either at an annual meeting or at a special meeting thereof called for that purpose, by the affirmative vote of a majority of the outstanding shares entitled to vote at such meeting.
SECTION 12. Director Compensation.
The Board of Directors shall have authority to determine from time to time the amount of compensation that shall be paid to its members for their service on the Board of Directors or any committee thereof.
SECTION 13. Action Without a Meeting.
Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee.
SECTION 14. Telephonic Meetings.
Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
ARTICLE III
Board of Directors Committees
SECTION 1. Audit Committee.
In addition to any committees appointed pursuant to Section 2 of this Article, there shall be an Audit Committee, appointed annually by the Board of Directors, consisting of at least three (3) directors who are not members of management. It shall be the responsibility of the Audit Committee to review the scope and results of the annual independent audit of books and records of the Corporation and its subsidiaries and to discharge such other responsibilities as may from time to time be assigned to it by the Board of Directors. The Audit Committee shall meet at such times and places as the members deem advisable, and shall make such recommendations to the Board of Directors as they consider appropriate.
SECTION 2. Other Committees.
2.1 Committee Powers.
The Board of Directors may appoint standing or temporary committees and invest such committees with such powers as it may see fit, with power to subdelegate such powers if deemed desirable by the Board of Directors; but no such committee shall have the power or authority of the Board of Directors to adopt, amend, or repeal these By-Laws or approve, adopt, or recommend to the stockholders any action or matter expressly required by the Certificate of Incorporation, these By-Laws or the Delaware General Corporation Law to be submitted to stockholders for approval.
2.2 Committee Members.
The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

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SECTION 3. Quorum and Manner of Acting.
A majority of the number of directors composing any committee of the Board of Directors, as established and fixed by resolution of the Board of Directors, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such directors present may adjourn the meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of such committee.
ARTICLE IV
Officers and Agents: Terms, Compensation, Removal, Vacancies
SECTION 1. Officers.
The elected officers shall be a Chairman of the Board of Directors, a Chief Executive Officer (who shall be a director), and, at the discretion of the Board of Directors, a President, one or more Vice Chairmen, and one or more Vice Presidents (each of whom may be assigned by the Board of Directors or the Chief Executive Officer an additional title descriptive of the functions assigned to such officer and one or more of whom may be designated Executive or Senior Vice President). The Board of Directors shall appoint a Controller, a Secretary, and a Treasurer. Any number of offices, whether elective or appointive, may be held by the same person. The Chief Executive Officer may, by a writing filed with the Secretary, designate titles as officers for employees and agents and appoint Assistant Secretaries and Assistant Treasurers as, from time to time, may appear to be necessary or advisable in the conduct of the affairs of the Corporation and may, in the same manner, terminate or change such titles.
SECTION 2. Term of Office.
So far as practicable, all elected officers shall be elected at the annual meeting of the Board of Directors in each year, and shall hold office until the annual meeting of the Board of Directors in the next subsequent year and until their respective successors are elected. The Controller, Secretary, and Treasurer shall hold office at the pleasure of the Board of Directors.
SECTION 3. Salaries of Elected Officers.
The salaries paid to the elected officers of the Corporation shall be authorized or approved by the Board of Directors.
SECTION 4. Bonuses.
None of the officers, directors, or employees of the Corporation or any of its subsidiary corporations shall at any time be paid any bonus or share in the earnings or profits of the Corporation or any of its subsidiary corporations except pursuant to a plan approved by affirmative vote of two-thirds of the members of the Board of Directors.
SECTION 5. Removal of Elected and Appointed Officers.
Any elected or appointed officer may be removed at any time, either for or without cause, by affirmative vote of a majority of the whole Board of Directors, at any meeting called for the purpose.
SECTION 6. Vacancies.
If any vacancy occurs in any office, the Board of Directors may elect or appoint a successor to fill such vacancy for the remainder of the term.
ARTICLE V
Officers’ Duties and Powers
SECTION 1. Chairman of the Board.
The Chairman of the Board of Directors shall preside, when present, at all meetings of stockholders and at all meetings of the Board of Directors, in each case except as required by law. The Chairman shall have general power to execute

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bonds, deeds, and contracts in the name of the Corporation; to affix the corporate seal; to sign stock certificates; and to perform such other duties and services as shall be assigned to or required of the Chairman by the Board of Directors.
SECTION 2. President.
The President shall have general power to execute bonds, deeds, and contracts in the name of the Corporation; to affix the corporate seal; to sign stock certificates; and to perform such other duties and services as shall be assigned to or required of the President by the Board of Directors; provided, that if the office of President is vacant, the Chief Executive Officer shall exercise the duties ordinarily exercised by the President until such time as a President is elected or appointed.
SECTION 3. Chief Executive Officer.
The officer designated by the Board of Directors as the Chief Executive Officer of the Corporation shall have general and active control of its business and affairs. The Chief Executive Officer shall have general power to execute bonds, deeds, and contracts in the name of the Corporation; to affix the corporate seal; to appoint or designate all employees and agents of the Corporation whose appointment or designation is not otherwise provided for and to fix the compensation thereof, subject to the provisions of these By-Laws; to remove or suspend any employee or agent who shall not have been elected or appointed by the Board of Directors or other body; to suspend for cause any employee, agent, or officer, other than an elected officer, pending final action by the body which shall have appointed such employee, agent, or officer; and to exercise all the powers usually pertaining to the office held by the Chief Executive Officer of a corporation.
SECTION 4. Vice Chairmen, Vice Presidents and Controller.
Any Vice Chairman, along with the several Vice Presidents and the Controller shall perform all such duties and services as shall be assigned to or required of them, from time to time, by the Board of Directors or the Chief Executive Officer, respectively.
SECTION 5. Secretary.
The Secretary shall attend to the giving of notice of all meetings of stockholders and of the Board of Directors and shall keep and attest true records of all such proceedings. The Secretary shall have charge of the corporate seal and have authority to attest any and all instruments or writings to which the same may be affixed and shall keep and account for all books, documents, papers, and records of the Corporation relating to its corporate organization. The Secretary shall have authority to sign stock certificates and shall generally perform all the duties usually pertaining to the office of secretary of a corporation. In the absence of the Secretary, an Assistant Secretary or Secretary pro tempore shall perform the duties of the Secretary.
SECTION 6. Treasurer.
The Treasurer shall have the care and custody of all moneys, funds, and securities of the Corporation, and shall deposit or cause to be deposited all funds of the Corporation in accordance with directions or authorizations of the Board of Directors or the Chief Executive Officer. The Treasurer shall have power to sign stock certificates, to indorse for deposit or collection, or otherwise, all checks, drafts, notes, bills of exchange, or other commercial paper payable to the Corporation, and to give proper receipts or discharges therefor. In the absence of the Treasurer, an Assistant Treasurer shall perform the duties of the Treasurer.
SECTION 7. Additional Powers and Duties.
In addition to the foregoing especially enumerated duties and powers, the several officers of the Corporation shall perform such other duties and exercise such further powers as may be provided in these By-Laws or as the Board of Directors may from time to time determine, or as may be assigned to them by any superior officer.

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SECTION 8. Disaster Emergency Powers of Acting Officers.
If, as a result of a disaster or other state of emergency, the Chief Executive Officer is unable to perform the duties of that office, (a) the powers and duties of the Chief Executive Officer shall be performed by the officer designated as President (or, if the office of President is vacant, the Chief Financial Officer) of the Corporation, provided that such officer is available and capable of performing such powers and duties, until the Chief Executive Officer becomes capable of performing those duties or until the Board of Directors shall have elected a new Chief Executive Officer or designated another individual as Acting Chief Executive Officer; (b) such officer shall have the power in addition to all other powers granted to the Chief Executive Officer by these By-Laws and by the Board of Directors to appoint an acting President, acting Vice President - Finance, acting Controller, acting Secretary, and acting Treasurer, if any of the persons duly elected to any such office is not, by reason of such disaster or emergency, able to perform the duties of such office, each of such acting appointees to serve in such capacities until the officer for whom the appointee is acting becomes capable of performing the duties of such office or until the Board of Directors shall have designated another individual to perform such duties or have elected another person to fill such office; (c) any such acting officer so appointed shall be entitled to exercise all powers vested by these By-Laws or the Board of Directors in the duly elected officer for whom the acting officer is acting; and (d) anyone transacting business with the Corporation may rely upon a certification by any two (2) officers of the Corporation that a specified individual has succeeded to the powers of the Chief Executive Officer and that such person has appointed other acting officers as herein provided and any person, firm, corporation, or other entity to which such certification has been delivered by such officers may continue to rely upon it until notified of a change in writing signed by two (2) officers of the Corporation.
ARTICLE VI
Stock and Transfers of Stock
SECTION 1. Stock Certificates; Uncertificated Shares.
The shares of the stock of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by certificate until such certificate is surrendered to the Corporation. Every holder of stock of the Corporation represented by a certificate shall be entitled to a certificate, signed by the Chairman of the Board or the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares owned by the stockholder in the Corporation. Any and all of the signatures on a certificate may be a facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.
SECTION 2. Transfer Agents and Registrars.
The Board of Directors may, in its discretion, appoint responsible banks or trust companies in the Borough of Manhattan, in the City of New York, State of New York, or in such other city or cities as the Board of Directors may deem advisable, from time to time, to act as transfer agents and registrars of the stock of the Corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars.
SECTION 3. Transfers of Stock.
Shares of stock may be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificates or by written power of attorney to sell, assign, and transfer the same, signed by the record holder thereof (or, with respect to uncertificated shares, by delivery of duly executed instructions or in any other manner permitted by law), but no transfer shall affect the right of the Corporation to pay any dividend upon the stock to the holder of record thereof, or to treat the holder of record as the holder in fact thereof for all purposes, and no transfer shall be valid, except between the parties thereto, until such transfer shall have been made upon the books of the Corporation.

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SECTION 4. Lost Certificates.
The Board of Directors may provide for the issuance of new certificates of stock or uncertificated shares to replace certificates of stock lost, stolen, mutilated, or destroyed, or alleged to be lost, stolen, mutilated, or destroyed, upon such terms and in accordance with such procedures as the Board of Directors shall deem proper and prescribe.
ARTICLE VII
Miscellaneous
SECTION 1. Fiscal Year.
The fiscal year of the Corporation shall be the calendar year.
SECTION 2. Signing of Negotiable Instruments.
All bills, notes, checks, or other instruments for the payment of money shall be signed or countersigned by such officer or officers and in such manner as from time to time may be prescribed by resolution (whether general or special) of the Board of Directors.
SECTION 3. Indemnification.
3.1 Right to Indemnification.
Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved or threatened to be involved (including, without limitation, as a witness) in any actual or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or a partnership, joint venture, trust, non-profit entity or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as such a director or officer or in any other capacity while serving as such a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, or by other applicable law as then in effect, against all expense, liability, and loss (including attorneys’ fees, judgments, fines, taxes or penalties, and amounts paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith, and such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and legal representatives; provided, however, that except as provided in Article VII, Section 3.2 with respect to Proceedings seeking to enforce rights to indemnification hereunder, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if the commencement of such Proceeding (or part thereof) was authorized in the specific case by the Board of Directors. The right to indemnification conferred in this Section 3.1 shall be a contract right and shall include the right, to the fullest extent permitted by law, to be paid by the Corporation the expenses incurred in defending any such Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that an Advancement of Expenses shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified for such expenses under this Section 3.1 or otherwise.
3.2 Right of Indemnitee to Bring Suit.
If a claim under Article VII, Section 3.1 for indemnification (following the final disposition of such Proceeding) is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days from the date a written request for Advancement of Expenses is received by the Corporation, the Indemnitee may at any time thereafter bring suit against the Corporation to recover any such unpaid amounts (excluding any amounts previously advanced and not returned). If successful in whole or in part in any such suit, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such suit to the fullest extent permitted by law. The

15


Indemnitee shall be presumed to be entitled to indemnification under this Section 3 upon submission of a written claim in compliance herewith, and the Corporation shall have the burden of proof to overcome the presumption that the Indemnitee is so entitled. Neither the failure of the Corporation (including the Board of Directors, a committee thereof, independent legal counsel, or the stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board of Directors, a committee thereof, independent legal counsel, or the stockholders) that the Indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the Indemnitee is not so entitled.
3.3 Nonexclusivity of Rights.
The rights to indemnification and to Advancement of Expenses conferred in this Section 3 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, the Certificate of Incorporation, these By-Laws, any agreement, vote of stockholders or disinterested directors, or otherwise. Neither any amendment to or alteration or repeal of this Section 3 or of any of the procedures established by the Board of Directors pursuant to Article VII, Section 3.6, nor the adoption of any provision of the Certificate of Incorporation or these By-Laws, nor, to the fullest extent permitted by law, any modification of law, shall eliminate or reduce the effect of the right or protection of any Indemnitee to indemnification and to Advancement of Expenses in accordance with the provisions hereof and thereof with respect to any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any alleged acts or omissions by such Indemnitee occurring prior to such amendment, alteration or repeal.
3.4 Insurance, Contracts, and Funding.
The Corporation may maintain insurance, at its expense, on behalf of itself and any Indemnitee or any other person whom the Corporation has the power to indemnify pursuant to Article VII, Section 3.5 of these By-Laws against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law or otherwise. The Corporation may, without stockholder approval, enter into contracts with any Indemnitee or any other person whom the Corporation has the power to indemnify pursuant to Article VII, Section 3.5 of these By-Laws in furtherance of the provisions of this Section 3 and may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section 3.
3.5 Indemnification of Employees and Agents.
The Board of Directors may, or may authorize one or more officers to, indemnify and/or provide Advancement of Expenses to any current or former employee or agent of the Corporation or any of the Corporation’s subsidiaries who is not an Indemnitee and was or is made a party to or is threatened to be made a party to or is otherwise involved or threatened to be involved (including, without limitation, as a witness) in any Proceeding, by reason of the fact that he or she is or was such an employee or agent or, while serving as an employee or agent, he or she is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or a partnership, joint venture, trust, non-profit entity or other enterprise, including service with respect to an employee benefit plan, of such scope and effect and subject to such terms as determined by the Board of Directors or such officer or officers, in each case as and to the extent permitted by applicable law.
3.6 Procedures for the Submission of Claims.
The Board of Directors may establish reasonable procedures for the submission of claims for indemnification pursuant to this Section 3, determination of the entitlement of any person thereto, and review of any such determination.

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3.7 Other Sources of Indemnification or Advancement of Expenses.
Any indemnification or Advancement of Expenses by the Corporation to any Indemnitee or person indemnified by the Corporation pursuant to Article VII, Section 3.5 of these By-Laws who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust, non-profit entity or other enterprise shall be reduced by any amount such Indemnitee may collect as indemnification or Advancement of Expenses from such other corporation or partnership, joint venture, trust, non-profit entity or other enterprise.
SECTION 4. Forum for Adjudication of Disputes.
With respect to any action arising out of any act or omission occurring after the adoption of this By-Law, unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or these By-Laws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to the Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein.
ARTICLE VIII
Amendments
SECTION 1. Amendment of the By-Laws: General.
Except as herein otherwise expressly provided, these By-Laws may be altered or repealed in any particular and new By-Laws, not inconsistent with any provision of the Certificate of Incorporation or any provision of law, may be adopted, either by
A. the affirmative vote of the holders of record of a majority in number of the shares present in person or by proxy and entitled to vote at an annual meeting of stockholders or at a special meeting thereof, the notice of which special meeting shall include the form of the proposed alteration or repeal or of the proposed new By-Laws, or a summary thereof; or
B. either by
i. the affirmative vote of a majority of the whole Board of Directors at any meeting thereof (or in accordance with Article II, Section 13), or
ii. the affirmative vote of all the directors present at any meeting at which a quorum, less than a majority, is present;
provided that Article I, Section 11.2 of these By-Laws may be amended only as set forth in Section 1.A of this By-Law, except that any amendment required by law or necessary or desirable to cure an administrative or technical deficiency may be made as provided in Section 1.B of this By-Law.
SECTION 2. Amendments as to Compensation and Removal of Officers.
Notwithstanding anything contained in these By-Laws to the contrary, the affirmative vote of the holders of record of a majority of the Voting Stock, as defined in Article FOURTH of the Certificate of Incorporation, at a meeting of stockholders called for the purpose, shall be required to alter, amend, repeal, or adopt any provision inconsistent with Sections 3, 4 and 5 of Article IV of these By-Laws, notice of which meeting shall include the form of the proposed amendment, or a summary thereof.


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Exhibit 10.1

TRANSITION AND RETIREMENT AGREEMENT
TRANSITION AND RETIREMENT AGREEMENT (the “Agreement”) dated June 22, 2015, between The Boeing Company (“Boeing” or the “Company”) and W. James McNerney, Jr. (the “Executive”).
WHEREAS, the Executive currently serves as the Company’s Chairman and Chief Executive Officer pursuant to the terms of that certain Amended and Restated Executive Employment Agreement dated as of March 13, 2008 (as amended, the “Employment Agreement”);
WHEREAS, the Executive and Boeing’s Board of Directors (the “Board”) have mutually agreed that, effective July 1, 2015 (the “Transition Date”), the Executive will cease to serve as the Company’s Chief Executive Officer;
WHEREAS, the Executive and the Board have further agreed that during the period (the “Transition Period”) between the Transition Date and February 29, 2016 (the “Retirement Date”), the Executive shall remain employed by Boeing in order to assist in the transition to the new Chief Executive Officer, to represent Boeing to various constituencies as requested by the Chief Executive Officer, and to perform such other tasks as may be requested by Boeing’s Chief Executive Officer or the Board; and
WHEREAS, the Board desires that the Executive continue to serve as Chairman of the Board during the Transition Period;
NOW THEREFORE, in consideration of the mutual promises contained within this Agreement, the Executive and Boeing agree as follows:
1.    Transition: Effective on the Transition Date, the Executive shall cease to serve as Chief Executive Officer of Boeing. The Executive shall continue to serve as Chairman of the Board and shall continue as an employee of Boeing as contemplated in Section 2.
2.    Duties:
(a) During the Transition Period, the Executive shall be an employee of Boeing, and is expected to perform services for Boeing at a level equal to 50% or more of the average level of services performed by the Executive during the 36-month period immediately preceding the Transition Date. During the Transition Period, the Executive will be available to consult with Boeing’s Chief Executive Officer and Board on all matters and will have the following specific duties as may be requested by the Chief Executive Officer or the Board: (i) help ensure a smooth, effective, transition to the new Chief Executive Officer; (ii) provide counsel as requested by the Chief Executive Officer on all Company related matters; (iii) facilitate introductions, as requested by the Chief Executive Officer, to major stakeholders, government officials and others; and (iv) perform such other duties as may be reasonably requested by the Chief Executive Officer or the Board.
(b) The Executive shall continue to serve as Chairman of the Board during the Transition Period, subject to and in accordance with Article IV of Boeing’s By-Laws. In such capacity, the Executive will lead the Board of Directors and perform the functions assigned to the Chairman under Boeing’s By-Laws and consistent with the Company’s Corporate Governance Principles, including (i) serving as the Chair of meetings of the Board of Directors and as Chair of shareholder meetings, in each case subject to the By-Laws as well as the duties and responsibilities that are vested in the Lead Director of the Company under the Company’s Corporate Governance Principles and (ii) approving, together with the Lead Director, agendas for meetings of the Board of Directors as developed and proposed by the Chief Executive Officer.


3.    Exclusive Employment: The Executive agrees that during the Transition Period, the Executive will not, on his own or in association with others, be directly or indirectly employed by or engage in or be associated with or tender advice or services as an employee, advisor, officer, partner, consultant, or otherwise by or with any corporation, partnership, limited liability company, venture or other business entity; provided, however, that service on boards of directors or advisory boards of other entities previously disclosed to the Company shall be permitted, and service on other boards of directors or advisory boards shall also be permitted to the extent consistent with the requirements set forth in Boeing’s Corporate Governance Principles.
4.    Compensation: During the Transition Period, the Executive shall receive a base salary at an annual rate of $1.5 million (the “Transition Base Salary”) payable in accordance with the Company’s normal payroll practices. Except as described below, during the Transition Period, the Executive shall continue to be eligible to participate in all benefit programs of the Company including, but not limited to, pension, 401(k), medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives subject to the programs’ terms and conditions including the requirement of satisfying the applicable eligibility requirements. Without limiting the generality of the foregoing, during the Transition Period, the Executive shall be eligible to receive incentive payments pursuant to the Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries (the “Annual Incentive Plan”) and shall continue to be eligible to receive accruals under the Supplemental Pension (as defined in the Employment Agreement) in accordance with Section 6(b) of the Employment Agreement. Notwithstanding the foregoing, the Executive shall not be entitled to receive additional grants of awards as an employee pursuant to The Boeing Company 2003 Incentive Stock Plan (the “Incentive Stock Plan”) nor shall he be eligible to participate in the Boeing Executive Layoff Plan. For purposes of eligibility with respect to perquisites and other employment policies, the Executive shall be considered an “E1 level” executive of the Company during the Transition Period; provided, however, that, during the Transition Period, any business use of Boeing corporate aircraft shall be subject to the prior approval of the Company’s Chief Executive Officer and any personal use of Boeing corporate aircraft shall be subject to the prior approval of the Company’s Chief Executive Officer/Lead Director. The Executive’s target award for purposes of amounts eligible to be earned pursuant to the Annual Incentive Plan shall during the Transition Period be 150% of the Transition Base Salary and the Annual Incentive Plan target award level for the 2015 performance year shall be the aggregate of (i) the applicable incentive target award level as applied to eligible compensation earned prior to the Transition Date (which amount shall, consistent with Section 4 of the Employment Agreement, be subject to an overall cap of 230% of base salary earned during such period) and (ii) the applicable incentive target award level as applied to eligible compensation earned for that portion of the Transition Period during the 2015 performance year. Following the Transition Period, the Executive shall receive compensation for his Board service in accordance with the Company’s non-employee director compensation program, including any additional cash retainer that the Board may provide the Executive in connection with his service as Chairman of the Board.
5.    Accrued Obligations: Effective on the Retirement Date, the Executive shall cease to be an employee of the Company and shall no longer hold any position as an officer or employee of the Company or any of its subsidiaries. Following the Retirement Date, the Company shall pay to the Executive (to the extent not previously paid) any and all Accrued Amounts (as defined in the Employment Agreement) as specified in Section 8(a)(i), (ii), (iii), (iv) and (v) of the Employment Agreement; provided, however, that for purposes of Section 8(a)(i), “Base Salary” shall mean the Transition Base Salary. The Executive’s termination of employment for any reason shall be treated as a “retirement” for purposes of any compensation and benefit programs in which the Executive participates as of the Transition Date, including for purposes of the Annual Incentive Plan and outstanding awards previously made to the Executive under the Incentive Stock Plan. For avoidance of doubt, such awards shall vest and be paid to the extent and on the date otherwise provided for under the applicable Notice of Terms in the event of retirement, subject to any six-month delay

2

required under Section 409A of the Internal Revenue Code (“Section 409A”) as a result of the Executive’s status as a “specified employee.”
6.    Survival of Certain Employment Agreement Provisions: Except to the extent set forth below, and except with respect to those descriptions of the Supplemental Pension in Section 6(b) and Accrued Amounts in Section 8(a) of the Employment Agreement as set forth in Sections 4 and 5, respectively, hereof, the Employment Agreement shall terminate and be of no further force and effect as of the Transition Date. Notwithstanding the foregoing, Sections 11, 18, 19 and 20 of the Employment Agreement shall survive the termination of the Employment Agreement and shall continue to apply in accordance with their respective terms, and are accordingly hereby incorporated by reference as terms of this Agreement. For purposes of any surviving provisions of the Employment Agreement, the “Employment Term” (as well as any similar reference to the Executive’s time of employment by the Company) shall be deemed to include the Transition Period.
7.    Miscellaneous Provisions:
(a)    Governing Law: This Agreement shall be governed by Illinois law, without regard to its provisions governing conflicts of law.
(b)    Severability: It is the desire and intent of the parties that the provisions of this Agreement bind the parties. Accordingly, if any particular portion of this Agreement is adjudicated to be invalid or unenforceable, this Agreement shall be deemed amended to delete that portion from this Agreement with such deletion to apply only with respect to the operation of that provision.
(c)    Section 409A: It is the intent of the parties that any amounts payable under this Agreement shall comply with the provisions of Section 409A, and each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. The parties intend that the terms and provisions of this Agreement shall be interpreted and applied in a manner that satisfies the requirements and exemptions of Section 409A and, to the maximum extent permitted, this Agreement shall be interpreted so as to comply with Section 409A. With respect to any provision of this Agreement that provides for reimbursement of costs and expenses or in-kind benefits, the right to reimbursement or benefits may not be exchanged for any other benefit, and the amount of expenses eligible for reimbursement (or in-kind benefits paid) in one year shall not affect amounts reimbursable or provided as in-kind benefits in any subsequent year. All expense reimbursements paid pursuant to this Agreement that are taxable income to the Executive shall in no event be paid later than the end of the calendar year next following the year in which the Executive incurs the expense.
(d)    Amendment: This Agreement may be modified or amended by written consent of both parties.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first written above.

 
THE BOEING COMPANY

/s/ Kenneth M. Duberstein
 
Kenneth M. Duberstein
Lead Director
 
 
 
EXECUTIVE

/s/ W. James McNerney, Jr.
 
W. James McNerney, Jr.



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Exhibit 10.2

Notice of Terms of
Restricted Stock Units

July 1, 2015

To: Dennis A. Muilenburg        
BEMSID:    

As part of the Executive Compensation Program, The Boeing Company (the “Company”) has awarded you a Restricted Stock Unit award. The terms and conditions of the award are as follows:


1.
RSU Award. You have been awarded 18,709 Restricted Stock Units. Each Restricted Stock Unit (RSU) has the potential to become one share of Boeing stock. Your RSUs are awarded pursuant to “The Boeing Company 2003 Incentive Stock Plan” (the “Plan”) and the award is subject to the terms of the Plan. A summary of the Plan accompanies this notice.

2.
RSU Account. The Company will maintain a record of the number of awarded RSUs in an account established in your name.

3.
Vesting of RSUs. Your RSUs will vest on July 1, 2018. You must be employed by the Company or one of its subsidiaries on the vesting date, in order for the RSUs to vest. Notwithstanding the foregoing, if your employment with the Company terminates before a vesting date because of layoff, disability, or death, all of the RSUs will vest.

"Disability" here means a disability entitling a participant to benefits under a long-term disability policy sponsored by the Company or one of its subsidiaries.

4.
Stock Issuance at Vesting. At the time your RSUs vest, the Company will issue to you shares of Boeing stock equal in number to the vested number of whole RSUs in your account, after deduction of shares to cover appropriate taxes and other charges as described in paragraph 9.2.

5.
Dividends Credited on Your RSUs.

5.1 While RSUs are in your account, they will earn dividend equivalents in the form of additional RSUs. Specifically, as of each dividend payment date for Boeing stock, your RSU account will be credited with additional RSUs (“dividend equivalent RSUs”) equal in number to the number of shares of Boeing stock that could be bought with the cash dividends that would be paid on the RSUs in your account if each RSU were a share of Boeing stock. The number of RSUs that results from the calculation will be to two decimal places.

5.2 The number of shares of Boeing stock that could be bought with such cash dividends will be calculated based on the “Fair Market Value” of Boeing stock on the applicable dividend payment date. “Fair Market Value” here means the average of the high and the low per share trading prices for Boeing stock as reported in The Wall Street Journal for the specific dividend payment date, or in such other source as the Company deems reliable.

5.3 Dividend equivalent RSUs will vest at the same time as the RSUs with which they are associated.

6.
Adjustment in Number of RSUs. The number of RSUs in your account will be adjusted proportionately for any increase or decrease in the number of issued shares of Boeing stock resulting from any stock split, combination or exchange of shares, consolidation, spin-off or recapitalization of shares, or any similar capital adjustment or the payment of any stock dividend.

7.
Termination due to Layoff, Disability, or Death. In the event your employment is terminated by reason of layoff, disability, or death, your RSU payout, including any dividend equivalent RSUs, will vest after termination of employment. Payment for such awards will be made as soon as administratively possible, but not later than 60 days after your termination of employment.





8.
Forfeiture of Non-Vested RSUs. If your employment with the Company or a subsidiary of the Company terminates before a vesting date for the award for any reason other than layoff, disability (as defined in paragraph 3), or death, your nonvested RSUs will be forfeited and canceled. Dividend equivalent RSUs will be forfeited and canceled along with the RSUs with which they are associated.

9.
RSU Award Payable in Stock.

9.1 Distribution from your RSU account will be made as soon as reasonably possible after the vesting of your RSUs, but not later than 60 days after the applicable vesting date. Distribution will be in whole shares of Boeing stock. The number of shares distributed will be equal to the number of whole vested RSUs in your account, subject to deductions described in paragraph 9.2. Fractional share values will be applied to income tax withholding.

9.2 The Company will deduct from the distribution of your vested RSUs any withholding or other taxes required by law and may deduct any amounts due from you to the Company or to a subsidiary of the Company.

10.
Transfer. RSUs are not transferable except by will or applicable laws of descent and distribution.

11.
Clawback Policy. These RSU Awards are subject to the Clawback Policy adopted by the Company’s Board of Directors, as amended from time to time.








 
Exhibit 99.1
 
News Release
  
 
 
 
  
Boeing Corporate Offices
100 N. Riverside
Chicago, IL 60606-1596
www.boeing.com
Boeing Names Muilenburg Chief Executive Officer
•
McNerney remains board chairman; Muilenburg joins board
•
Conner continues as vice chairman
•
Succession rigor, timeline to aid smooth transition
CHICAGO - June 23, 2015 - The Boeing board of directors has elected Dennis A. Muilenburg the company’s 10th chief executive, succeeding W. James (Jim) McNerney, Jr., who held the position for the past 10 years. Muilenburg, who has served as Boeing president and chief operating officer since 2013, becomes president and CEO on July 1.
McNerney, who joined Boeing’s board of directors in 2001, continues as its chairman. To ensure a smooth transition of his CEO responsibilities to Muilenburg, he will continue working as a company employee until retiring at the end of February 2016, and continue advocating on issues important to Boeing's U.S. and global customers, partners and stakeholders, including ongoing Washington, D.C., engagement. Kenneth M. Duberstein, Boeing’s independent lead director, continues in that capacity, and Muilenburg has been elected a member of the board.
“Dennis is an extremely capable, experienced and respected leader with an immense passion for our company, our people, and our products and services,” said McNerney, who made priorities of succession planning and leadership development at the outset of his tenure. “As CEO, Dennis will bring a rich combination of management skills, customer focus, business and engineering acumen, a can-do spirit and the will to win. With a deep appreciation of our past accomplishments, and the energy and skill to drive those to come, he is well suited to lead our very talented Boeing team into its second century,” he added.
Muilenburg, 51, is a 30-year company veteran. Along with Boeing Commercial Airplanes President and CEO Raymond L. Conner, he also has served since 2013 as company vice chairman. Conner, 60, remains in charge of the $60 billion Commercial Airplanes unit and will serve as sole company vice chairman, where he will continue working closely with Muilenburg on key corporate processes and integrating cross-enterprise strategies and efficiencies.
“The opportunity to lead the people of Boeing in service to our commercial and government customers is a tremendous honor and responsibility,” said Muilenburg. “Our company is financially strong and well positioned in our markets. As we continue to drive the benefits of integrating our enterprise




skills, capabilities and experience - what we call operating as ‘One Boeing’ - we will find new and better ways to engage and inspire employees, deliver innovation that drives customer success, and produce results to fuel future growth and prosperity for all our stakeholders.”
On behalf of the company’s board of directors, Duberstein saluted both Muilenburg and McNerney. “We have high confidence in Dennis, who has distinguished his career by taking on tough challenges and delivering results,” said Duberstein. “In a decade as CEO, Jim restored the vitality, focus and reputation of a storied American company, and we thank him for his extraordinary leadership and congratulate him on his success,” he said.
McNerney, 65, was elected Boeing chairman, president and chief executive officer in 2005. During his tenure, the company recaptured the global lead in commercial airplane deliveries with steady increases in production and a comprehensive update of its product line; maintained a strong position in defense markets despite a downturn in U.S. military spending; restored Boeing’s historic leadership in human spaceflight with major new program wins; and expanded its engineering and manufacturing footprint inside and outside the United States.
Also, with a relentless focus on internal productivity to fund investments in innovation and growth, Boeing’s financial performance steadily improved under McNerney, with revenue rising 73 percent to a record $90.8 billion last year from $52.5 billion in 2004, the year before he became CEO. Backlog and earnings per share tripled over the period, also to record levels.
In his most recent role, Muilenburg shared with McNerney oversight of day-to-day business operations with a focus on the company’s growth and productivity initiatives, key customer relationships and leadership-development programs. Prior to that he served since 2009 as president and CEO of Boeing Defense Space & Security, the company’s $31 billion, 53,000-person business unit headquartered in St. Louis. Previously, he was president of the unit's Global Services & Support business, and before that, he led Boeing’s Combat Systems division.
Muilenburg joined Boeing’s engineering ranks as an intern in Seattle in 1985. He earned a bachelor's degree in aerospace engineering from Iowa State University and a master's in aeronautics and astronautics from the University of Washington. He held numerous program management and engineering positions of increasing responsibility early in his career, including on the company’s High Speed Civil Transport, F-22, Airborne Laser and Condor reconnaissance aircraft.
###
Contact:
John Dern
Boeing Communications
(312) 544-2002

For executive photos, visit Boeing’s Media Room.


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