Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.

An RSU award shall not vest prior to the earlier of # twelve (12) months from the date of grant, and # the date of the annual meeting of stockholders next following the date of grant. Shares of Common Stock in respect of a vested RSU award shall be issued to an Outside Director within thirty (30) days from the vesting of an RSU as provided in an award agreement.

Restricted Stock Units. Each Director may elect to defer all or a portion of any Restricted Stock Unit Award.

Restricted Stock Units. During the Employment Term, you shall receive awards of restricted stock units (“RSUs”) as follows:

Boeing Stock Units. Boeing Stock Units granted under the Plan prior to the May 1, 2006 shall continue to be subject to the provisions of the Plan as in effect immediately prior to such date.

Restricted Stock Units. The restrictions on Employees outstanding RSUs will lapse on the Separation Date and be paid in accordance with applicable plan rules and any requirements pursuant to Paragraph 17 and Section 409A of the Internal Revenue Code.

Performance Stock Units. The restrictions on Employees outstanding PSUs will lapse contingent upon satisfying the performance conditions

Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Eligible Persons on the following terms and conditions:

Grant Type: Performance Stock Units ("PSUs")

“Award” means a grant made under the Plan in the form of Options, Stock Appreciation Rights, unrestricted Stock, Restricted Stock, Restricted Stock Units, Performance Shares, or Performance Units.