8-K

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

February 22, 2009

Date of Report (Date of earliest event reported)

The Boeing Company

(Exact Name of Registrant as Specified in 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 February 22, 2009, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of The Boeing Company (the “Company”) approved cash-based performance awards (paid in cash or common stock at the Committee’s discretion), stock option grants and restricted stock unit grants for executive officers under the Company’s long-term incentive program (the “2009 Awards”). The 2009 Awards were effective on February 23, 2009. The Committee modified the components of these awards compared to prior grants, but maintained substantially the same total award value as in prior years. Since 2006, performance awards and options each comprised 50% of the total award value. For the 2009 Awards, a performance award will still represent 50% of the value and stock options and RSUs will each represent 25% of the total value. The terms and conditions of the performance awards and stock options are similar to those in prior years. The RSUs will vest and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date. A copy of the Notice of Terms of Restricted Stock Units dated February 23, 2009 is attached as Exhibit 10.1 and is incorporated herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Notice of Terms of Restricted Stock Units dated February 23, 2009

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, Corporate Secretary and Assistant General Counsel
Dated February 26, 2009

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Notice of Terms of Restricted Stock Units dated February 23, 2009

EX-10.1

Exhibit 10.1

Notice of Terms of

Restricted Stock Units

February 23, 2009

To:	Name
BEMSID:	BEMS id

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 xx 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 for Employees” (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 February 23, 2012 or, if earlier, on the date your employment with the Company terminates because of retirement, involuntary layoff, disability, or death. “Retirement” here means termination of employment voluntarily at a time when a participant is entitled to begin immediate receipt of early or normal retirement benefits under one or more of the Company’s defined benefit pension plans, or under comparable terms of a subsidiary’s pension plan, as then in effect. For those executives who are not eligible to participate in a defined benefit pension plan, “retirement” means termination of employment voluntarily by an employee who, while employed by the Company, has attained either (i) age 55 with 10 years of service, or (ii) age 62 with one year of service. “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 10.2.

5. Earnings Credit 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 (“Earnings Credit 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 Earnings Credit 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 Earnings Credit 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 Retirement, Layoff, Disability, or Death. In the event your employment is terminated by reason of retirement, layoff, disability, or death, your RSU payout, including any Earnings Credit RSUs, will be prorated based on the number of full and partial calendar months spent on the active payroll during the three-year performance period (beginning with the first full calendar month after the date of grant). Payment for such awards will be made as soon as administratively possible, but not later than 60 days after your termination of employment. However, for anyone who is a Specified Employee (as defined in the Deferred Compensation Plan for Employees of The Boeing Company) at the time of vesting, and who was eligible for retirement at the date of this grant or who became retirement eligible between the grant date and the vesting date described in paragraph 3 above, distributions upon vesting due to retirement, layoff or disability will be delayed until six months after the date of vesting based on Internal Revenue Code Section 409A (or if earlier, until the vesting date described in paragraph 3 above).

8. Leave of Absence. Unless otherwise required by law, in the event you have an authorized leave of absence at any time during the vesting period which absence extends beyond three full calendar months (including any absence that began before the grant date), your RSU payout, including any Earnings Credit RSUs, will be prorated based on the number of full and partial months spent on the active payroll (beginning with the first full calendar month after the date of grant).

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

10 RSU Award Payable in Stock.

10.1 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 10.2. Fractional share values will be applied to income tax withholding.

10.2 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.

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

12. Clawback Policy. These RSU Awards are subject to the Clawback Policy adopted by the Company’s Board of Directors, which provides as follows:

The Board shall, in all appropriate circumstances, require reimbursement of any annual incentive payment or long-term incentive payment to an executive officer where: (1) the payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of Company financial statements filed with the Securities and Exchange Commission; (2) the Board determines the executive engaged in intentional misconduct that caused or substantially caused the need for the substantial restatement; and (3) a lower payment would have been made to the executive based upon the restated financial results. In each such instance, the Company will, to the extent practicable, seek to recover from the individual executive the amount by which the individual executive’s incentive payments for the relevant period exceeded the lower payment that would have been made based on the restated financial results. For purposes of this policy, the term “executive officer” means any officer who has been designated an executive officer by the Board.