Restricted Stock and Restricted Stock Units. Any shares of Restricted Stock or Restricted Stock Units held by the Participant at the date of death while employed by or in the service of the Company shall become immediately vested as of the date of death.

Stock Options and Restricted Stock Units. All stock option and restricted stock unit (RSU) awards held by you shall be treated in accordance with the terms of the ​ 2012 Omnibus Stock Ownership Plan, as amended, and the applicable stock option or RSU award agreement (collectively, the “Grant Materials”). Notwithstanding anything to the contrary in this Agreement, for purposes of your stock options, your reason for termination is Termination of Employment with at Least 68 Years of Combined Age and Company or Affiliate Service and for purposes of your RSUs, your reason for Termination of Employment is Disability, which shall constitute a “disability” for purposes of [Section 409A]. Notwithstanding anything set forth herein to the contrary, the Company reserves the right to terminate your employment for “Cause” between the date hereof and the Termination Date or deem your employment to have been terminated for “Cause” if facts or circumstances are discovered following the Termination Date that would have given rise to grounds for a termination of employment by the Company for “Cause” had such facts or circumstances been known prior to the Termination Date.

Restricted Stock or Restricted Stock Units. The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units granted in any one Plan Year to any one Participant shall be five hundred thousand (500,000), plus the amount of the Participant’s unused applicable Annual Award Limit for Restricted Stock or Restricted Stock Units as of the close of the previous Plan Year.

Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

Restricted Stock and Restricted Stock Units. In the event of a Change in Control in which the Participant’s outstanding Restricted Stock and Restricted Stock Units granted under the Plan are assumed or replaced as provided in [Section 11(b)(1)] above, a fraction of such outstanding Restricted Stock and Restricted Stock Units granted under the Plan will vest (and any restrictions on that fraction of such Awards shall lapse) and the remainder of the Awards will terminate if, within two years after the Change in Control and during the vesting period of the Restricted Stock and Restricted Stock Units, the Participant’s employment:

“Company” means The Boeing Company;

“Concentration Percentage” means # for Boeing, the Boeing Concentration Percentage and # for each other Obligor and its Affiliated Obligors, the applicable percentage determined by reference to the long-term unsecured debt rating of such Obligor set forth in the following table:

On ​, the Board of Directors of The Boeing Company (the “Company”) approved increases in the (a) annual cash retainer for non-employee directors from ​ to ​, (b) annual retainer in deferred stock units for non-employee directors from ​ to ​ and (c) Governance, Organization and Nominating Committee chair annual retainer from ​ to ​. Each increase will be effective ​. The remaining components of non-employee director compensation remain unchanged from the amounts described in the Company's proxy statement for its 2016 annual meeting of shareholders.

“Board of Directors” means the Board of Directors of The Boeing Company;

Award of Performance Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions of this Agreement and the Plan, of an award of Performance Stock Units (the “Units”) in an amount initially equal to the Target Number of Performance Stock Units specified on the cover page of this Agreement. The number of Units that may actually be earned and become eligible to vest pursuant to this Award can be between 0% and 200% of the Target Number of Performance Stock Units, but may not exceed the Maximum Number of Performance Stock Units specified on the cover page of this Agreement. Each Unit that is earned as a result of the performance goals specified in [Exhibit 1] to this Agreement having been satisfied and which thereafter vests represents the right to receive one share of the Company’s common stock (each, a “Share”). Prior to their settlement or forfeiture in accordance with the terms of this Agreement, the Units granted to you will be credited to a performance stock unit account in your name maintained by the Company. This account will be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured contingent obligation of the Company.