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EXHIBIT 4-g-1
ROCKWELL INTERNATIONAL CORPORATION
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
ON NOVEMBER 6, 1996
- AMENDMENTS TO LONG-TERM INCENTIVES PLANS
RESOLVED, that the amendments to this Corporation's 1988
Long-Term Incentives Plan and 1995 Long-Term Incentives Plan as
described in the Memorandum of Proposed Amendments to the Rockwell
International Corporation 1988 Long-Term Incentives Plan and the
Memorandum of Proposed Amendments to the Rockwell International
Corporation 1995 Long-Term Incentives Plan, respectively, a copy of
each of which was presented to and ordered filed with the records of
this meeting, be, and they hereby are, approved and adopted effective
upon consummation of the Contribution.
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MEMORANDUM OF PROPOSED AMENDMENTS TO THE ROCKWELL
INTERNATIONAL CORPORATION 1988 LONG-TERM INCENTIVES PLAN
1. Amend Section 2 to redesignate paragraphs (a) through (f) as paragraphs (c)
through (h), respectively, to redesignate paragraphs (g) through (s) as
paragraphs (j) through (v), respectively, to add new, or amend redesignated,
paragraphs (a), (b), (d), (i), (k) and (s), respectively, to read in their
entirety as follows:
(a) Boeing. The Boeing Company, a Delaware corporation.
(b) Boeing North American. Boeing North American, Inc.
(formerly Rockwell International Corporation), a Delaware corporation
incorporated in 1928 that is the surviving corporation in a merger
with Boeing NA, Inc., a wholly-owned subsidiary of Boeing.
(d) Committee. The Compensation and Management Development
Committee designated by the Board of Directors from among its members
who are not eligible to receive a Grant under the Plan.
(i) Merger Closing Date. The Closing Date as defined in the
Agreement and Plan of Merger dated as of July 31, 1996 among Rockwell
International Corporation, a Delaware corporation incorporated in
1928, Boeing and Boeing NA, Inc.
(k) Participant. (i) Any Employee to whom a Grant is made;
(ii) any Employee (a Continuing USA Participant) as of the close of
business on May 31, 1996 who then held one or more outstanding Options
or Stock Appreciation Rights and who on or before the close of
business on the Merger Closing Date became an employee of United Space
Alliance, LLC (USA) immediately upon termination of employment (by
retirement or otherwise) by Rockwell or a subsidiary corporation of
Rockwell, but only for purposes of determining such an Employee's
rights with respect to his or her outstanding Options or Stock
Appreciation Rights and only so long as such Employee shall remain an
employee of USA and the Corporation, Boeing North American, Boeing or
any of their respective subsidiaries shall continue to own at least
50% of the total ownership interests in USA; and (iii) any Employee (a
Continuing Boeing Participant) as of the opening of business on the
Merger Closing Date who then held one or more outstanding Options or
Stock Appreciation Rights and who as of the close of business on that
date remains or becomes an employee of Boeing North American, Boeing
or any of their respective subsidiaries, but only for purposes of
determining such an Employee's rights with respect to his or her
outstanding Options or Stock Appreciation Rights and only so long as
such Employee shall remain an employee of Boeing North American,
Boeing or any of their respective subsidiaries.
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(s) Rockwell. Rockwell International Corporation (now Boeing
North American, Inc.), a Delaware corporation incorporated in 1928,
until the Merger Closing Date and Rockwell International Corporation
(formerly New Rockwell International Corporation), a Delaware
corporation incorporated in 1996, thereafter.
2. Amend Section 6 (f) to read in its entirety as follows:
(f) The aggregate number of Shares for which any Employee may
be granted Options in any fiscal year of the Corporation under all
plans of the Corporation shall in no event exceed 250,000, as adjusted
from time to time as herein provided. An increase in the number of
Shares covered by an outstanding Option resulting from an adjustment
made pursuant to Section 11 hereof shall not be deemed to constitute a
grant of Options for purposes of the foregoing limitation.
3. Amend Sections 9(c), (d) and (e) to read in their entirety as follows:
(c) If the employment by the Corporation of a Participant,
the employment by USA of a Continuing USA Participant or the
employment by Boeing North American, Boeing or any of their respective
subsidiaries of a Continuing Boeing Participant who (or whose
permitted transferee) holds an outstanding Grant of Options or Stock
Appreciation Rights terminates by reason of the death of the
Participant, the Continuing USA Participant or the Continuing Boeing
Participant, the Options or Stock Appreciation Rights subject to that
Grant and not theretofore exercised may be exercised from and after
the date of the death of the Participant, the Continuing USA
Participant or the Continuing Boeing Participant for a period of three
years (or until the expiration date specified in the Grant if earlier)
even if any of them was not exercisable at the date of death.
(d) If a Participant, a Continuing USA Participant or a
Continuing Boeing Participant who (or whose permitted transferee)
holds outstanding Options or Stock Appreciation Rights retires under a
retirement plan of the Corporation, USA, Boeing North American, Boeing
or any of their respective subsidiaries, at any time after a portion
thereof has become exercisable, the Options or Stock Appreciation
Rights subject to that Grant and not theretofore exercised may be
exercised from and after the date upon which they are first
exercisable under that Grant for a period of five years from the date
of retirement (or until the expiration date specified in the Grant if
earlier) even if any of them was not exercisable at the date of
retirement, except that any thereof (i) subject to a Grant made within
eighteen months before such retirement or (ii) held by a grantee (or a
permitted
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transferee thereof) who retires before either attaining age 62 or
accumulating 85 points (or fulfilling such other criteria as may be
required for an unreduced early retirement benefit) for purposes of
the applicable retirement plan, may be exercised solely for a period
of three years from the date of retirement (or until the expiration
date specified in the Grant if earlier) or such shorter period as the
Committee may determine within 60 days of a grantee's retirement.
(e) If the employment by the Corporation of a Participant,
the employment by USA of a Continuing USA Participant or the
employment by Boeing North American, Boeing or any of their respective
subsidiaries of a Continuing Boeing Participant who (or whose
permitted transferee) holds an outstanding Grant of Options or Stock
Appreciation Rights is terminated for any reason other than death or
retirement under a retirement plan of the Corporation, USA, Boeing
North American, Boeing or any of their respective subsidiaries, the
Options or Stock Appreciation Rights subject to that Grant and not
theretofore exercised may be exercised only within 90 days after the
termination of such employment (or until the expiration date specified
in the Grant if earlier) and only to the extent the grantee thereof
(or a permitted transferee) was entitled to exercise the Options or
Stock Appreciation Rights at the time of termination of such
employment, unless and except to the extent the Committee may
otherwise determine; provided, however, that the Committee shall not
in any event permit a longer period of exercise than would have been
applicable had the provisions of paragraph (d) above been applicable.
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MEMORANDUM OF PROPOSED AMENDMENTS TO THE ROCKWELL
INTERNATIONAL CORPORATION 1995 LONG-TERM INCENTIVES PLAN
1. Amend Section 2 to redesignate paragraphs (a) through (h) as paragraphs (c)
through (j), respectively, to redesignate paragraphs (i) through (v) as
paragraphs (l) through (y), respectively, to add new, or amend redesignated,
paragraphs (a), (b), (d), (k), (m) and (y), respectively, to read in their
entirety as follows:
(a) Boeing. The Boeing Company, a Delaware corporation.
(b) Boeing North American. Boeing North American, Inc.
(formerly Rockwell International Corporation), a Delaware corporation
incorporated in 1928 that is the surviving corporation in a merger
with Boeing NA, Inc., a wholly-owned subsidiary of Boeing.
(d) Committee. The Compensation and Management Development
Committee designated by the Board of Directors from among its members
who are not eligible to receive a Grant under the Plan.
(k) Merger Closing Date. The Closing Date as defined in the
Agreement and Plan of Merger dated as of July 31, 1996 among Rockwell
International Corporation, a Delaware corporation incorporated in
1928, Boeing and Boeing NA, Inc.
(m) Participant. (i) Any Employee to whom a Grant is made;
(ii) any Employee (a Continuing USA Participant) as of the close of
business on May 31, 1996 who then held one or more outstanding Options
or Stock Appreciation Rights and who on or before the close of
business on the Merger Closing Date became an employee of United Space
Alliance, LLC (USA) immediately upon termination of employment (by
retirement or otherwise) by Rockwell or a subsidiary corporation of
Rockwell, but only for purposes of determining such an Employee's
rights with respect to his or her outstanding Options or Stock
Appreciation Rights and only so long as such Employee shall remain an
employee of USA and the Corporation, Boeing North American, Boeing or
any of their respective subsidiaries shall continue to own at least
50% of the total ownership interests in USA; and (iii) any Employee (a
Continuing Boeing Participant) as of the opening of business on the
Merger Closing Date who then held one or more outstanding Options or
Stock Appreciation Rights and who as of the close of business on that
date remains or becomes an employee of Boeing North American, Boeing
or any of their respective subsidiaries, but only for purposes of
determining such an Employee's rights with respect to his or her
outstanding Options or Stock Appreciation Rights and only so long as
such Employee shall remain an employee of Boeing North American,
Boeing or any of their respective subsidiaries.
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(y) Rockwell. Rockwell International Corporation (now Boeing
North American, Inc.), a Delaware corporation incorporated in 1928,
until the Merger Closing Date and Rockwell International Corporation
(formerly New Rockwell International Corporation), a Delaware
corporation incorporated in 1996, thereafter.
3. Amend Sections 9(c), (d) and (e) to read in their entirety as follows:
(c) If the employment by the Corporation of a Participant,
the employment by USA of a Continuing USA Participant or the
employment by Boeing North American, Boeing or any of their respective
subsidiaries of a Continuing Boeing Participant who (or whose
permitted transferee) holds an outstanding Grant of Options or Stock
Appreciation Rights terminates by reason of the death of the
Participant, the Continuing USA Participant or the Continuing Boeing
Participant, the Options or Stock Appreciation Rights subject to that
Grant and not theretofore exercised may be exercised from and after
the date of the death of the Participant, the Continuing USA
Participant or the Continuing Boeing Participant for a period of three
years (or until the expiration date specified in the Grant if earlier)
even if any of them was not exercisable at the date of death.
(d) If a Participant, a Continuing USA Participant or a
Continuing Boeing Participant who (or whose permitted transferee)
holds outstanding Options or Stock Appreciation Rights retires under a
retirement plan of the Corporation, USA, Boeing North American, Boeing
or any of their respective subsidiaries, at any time after a portion
thereof has become exercisable, the Options or Stock Appreciation
Rights subject to that Grant and not theretofore exercised may be
exercised from and after the date upon which they are first
exercisable under that Grant for a period of five years from the date
of retirement (or until the expiration date specified in the Grant if
earlier) even if any of them was not exercisable at the date of
retirement, except that any thereof (i) subject to a Grant made within
eighteen months before such retirement or (ii) held by a grantee (or a
permitted transferee thereof) who retires before either attaining age
62 or accumulating 85 points (or fulfilling such other criteria as may
be required for an unreduced early retirement benefit) for purposes of
the applicable retirement plan, may be exercised solely for a period
of three years from the date of retirement (or until the expiration
date specified in the Grant if earlier) or such shorter period as the
Committee may determine within 60 days of a grantee's retirement.
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(e) If the employment by the Corporation of a Participant,
the employment by USA of a Continuing USA Participant or the
employment by Boeing North American, Boeing or any of their respective
subsidiaries of a Continuing Boeing Participant who (or whose
permitted transferee) holds an outstanding Grant of Options or Stock
Appreciation Rights is terminated for any reason other than death or
retirement under a retirement plan of the Corporation, USA, Boeing
North American, Boeing or any of their respective subsidiaries, the
Options or Stock Appreciation Rights subject to that Grant and not
theretofore exercised may be exercised only within 90 days after the
termination of such employment (or until the expiration date specified
in the Grant if earlier) and only to the extent the grantee thereof
(or a permitted transferee) was entitled to exercise the Options or
Stock Appreciation Rights at the time of termination of such
employment, unless and except to the extent the Committee may
otherwise determine; provided, however, that the Committee shall not
in any event permit a longer period of exercise than would have been
applicable had the provisions of paragraph (d) above been applicable.
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