Summary of BOEING CO - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At its scheduled meeting on June 22, 2009, the Compensation Committee of the Board of Directors of The Boeing Company (the "Company") approved a restricted stock unit grant for 50,000 units of Boeing common stock (the "Award") to James
A. Bell, Executive Vice President, Corporate President and Chief Financial Officer. The Award was effective on June 22, 2009.

The Award was granted in recognition of Mr. Bell's performance and as a retention vehicle. The Award was made under the Company's 2003 Incentive Stock Plan (the "2003 Plan") and is subject to the terms and conditions of the 2003 Plan. The Award will vest 100% and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date and is subject to other terms contained in the Form of Notice of Terms of Restricted Stock Units listed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

           Exhibit
           Number    Description
           10.1      Form of Notice of Terms of Restricted Stock Units.