GE GE Aerospace

On August 18, 2020, the Management Development and Compensation Committee of the Board of Directors (the “Board”) of General Electric Company (“GE” or the “Company”) recommended and the Board approved an amendment to the employment agreement of H. Lawrence Culp, Jr., GE’s Chairman and Chief Executive Officer, dated as of October 1, 2018, to extend the term of the agreement through August 2024, or such later date as mutually agreed by the parties up to and through August 17, 2025. In connection with the extension, the Board also approved a one-time equity performance grant to Mr. Culp, which is intended to provide Mr. Culp with the incentive to continue to provide services to the Company during the same period covered by the amended employment agreement (the “performance period”), and reward returns to investors through stock price appreciation. In connection with this incentive grant, Mr. Culp will voluntarily relinquish any rights to his inducement PSUs, which were granted when he became Chief Executive Officer in 2018.

This one-time equity performance award will be in the form of performance shares which at target equal 9,295,352 shares, with 50% to 150% of the target performance shares to vest based on GE stock price appreciation and subject to satisfaction of service conditions. Achievement of the performance goal will be measured against a baseline price of $6.67, which represented the average of the closing prices of GE stock over the period of 30 consecutive trading days up to and including the grant date of August 18, 2020, with the number of shares to vest based upon the highest average closing price of the Company’s stock for any 30 consecutive trading days during the performance period, as follows: (i) threshold (50%) if the stock price is 150% of the baseline price, (ii) target (100%) if the stock price is 200% of the baseline price and (iii) maximum (150%) if the stock price is 250% of the baseline price. No shares will be awarded if the stock price does not increase by at least 50% during the performance period. If the 30 consecutive trading day average GE closing price is between the threshold, target and maximum levels, a proportionate number of shares between those levels will be earned. The award permits Mr. Culp to transition to the role of Executive Chairman in the fourth year and then a board or consulting role in the fifth year, to aid in the smooth transition to his successor, in which case the service condition will be deemed satisfied if Mr. Culp remains in such role until the end of the performance period. After four years, Mr. Culp may elect to retire upon 60 days’ notice prior to August 18, 2024, in which case the service condition will be deemed satisfied and the performance period would be truncated to end on August 17, 2024, and Mr. Culp would no longer benefit from any further stock price appreciation. Upon a termination without cause or for good reason, Mr. Culp will be eligible to earn the greater of (i) actual payout based on stock price performance as of his termination date and (ii) a prorated portion (based on length of service) of threshold payout. Upon his death or disability, Mr. Culp will be eligible to earn the greater of (i) actual payout based on stock price performance as of his termination date and (ii) a prorated portion (based on length of service) of actual payout with respect to the full performance period. The performance shares will be adjusted to reflect the effects of any spin-off transactions, extraordinary dividends or changes in capital structure that do not result in the receipt by the Company of reciprocal value.

In approving the amendment to Mr. Culp’s employment agreement and this award, the Board considered the best interests of shareholders and the goal of substantially extending Mr. Culp’s tenure with the Company. The Board believes that the performance share grant will promote the alignment of Mr. Culp’s compensation and long-term shareholder value creation.

The foregoing description is qualified in its entirety by reference to the Amendment No. 1 to the Employment Agreement and the Performance Share Grant Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.