PROPOSAL 3:

APPROVAL OF THE RAYTHEON 2019 STOCK PLAN

On March 20, 2019, the Board, on the recommendation of the MDCC and subject to shareholder approval, unanimously approved and adopted the Raytheon 2019 Stock Plan (2019 Stock Plan). The 2019 Stock Plan is a long-term incentive plan designed to encourage our officers, employees, non-employee directors, and consultants to own Raytheon common stock and to provide additional incentives for these individuals to promote Raytheon’s success. The 2019 Stock Plan will include a replenished reserve of up to 8,673,643 shares of our common stock. The share reserve may be adjusted, and additional or fewer shares may be awarded under the 2019 Stock Plan, as described in more detail under “Summary of the Stock Plan—Shares Available” below.

The 2019 Stock Plan will serve as the successor to the Raytheon 2010 Stock Plan (2010 Plan). If approved by shareholders at the Annual Meeting, the 2019 Stock Plan will be effective upon such approval (Effective Date). No further awards will be made under the 2010 Plan on or after the Effective Date. However, each outstanding award under the 2010 Plan will remain outstanding under the 2010 Plan and will continue to be governed under its terms and any applicable award agreement.

Equity compensation is a vital component of our executive compensation philosophy, and plays a pivotal role in our ability to continue to attract, retain, and motivate executives, non-employee directors, and key employees who are critical to Raytheon’s success. Upon shareholder approval, the 2019 Stock Plan will be the only discretionary plan that enables us to grant new equity awards to our employees and other service providers. The Board believes it is in the best interests of Raytheon and its shareholders to approve the 2019 Stock Plan in order to continue to motivate outstanding performance by our officers, employees, non-employee directors, and consultants. If this proposal is not approved, we believe we would be at a disadvantage against our competitors for recruiting, retaining and motivating those individuals who are critical to our success. We could be forced to increase cash compensation, reducing resources available to meet our business needs.

DETERMINATION OF SHARE RESERVE UNDER THE 2019 STOCK PLAN

We are asking shareholders to approve 2,700,000 new shares authorized for issuance under the 2019 Stock Plan, plus up to 5,973,643 shares (which is the number of shares that remained available for awards under the 2010 Plan as of December 31, 2018). In total, the 2019 Stock Plan will include a replenished reserve of up to 8,673,643 shares of our common stock, as adjusted as described below under “Summary of the Stock Plan—Shares Available.”

In determining the number of new shares authorized under the 2019 Stock Plan, the MDCC considered a number of factors, including the number of shares remaining available under the 2010 Plan, our past share usage (sometimes called our “burn rate”), our estimate of the number of shares needed for future awards, a dilution analysis, competitive data from relevant peer companies, and the current and anticipated future accounting expense associated with our equity award practices.

Based on this analysis, as well as insight and assistance from the MDCC’s independent compensation consultant, FW Cook, the Board approved the proposed increase of 2,700,000 new shares available for issuance under the 2019 Stock Plan and an aggregate share reserve of 8,673,643. Approval of the 2019 Stock Plan will ensure that we have an adequate number of shares available for future awards, enabling us to continue to align the interests of Raytheon’s officers, employees, non-employee directors, and consultants with those of Raytheon’s shareholders.

PURPOSE OF THIS PROPOSAL

NYSE rules require Raytheon to submit the 2019 Stock Plan for shareholder approval. Additionally, we are asking shareholders to approve the material terms of the 2019 Stock Plan as a matter of good corporate governance.

CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

As of December 31, 2018, there were no shares subject to outstanding options, 2,477,754 shares of unvested restricted stock and restricted stock units outstanding, 583,710 shares underlying outstanding performance-based stock unit awards, and 5,973,643 shares available for future awards under the 2010 Plan, as summarized in the table below. The total number of shares of our common stock outstanding as of April 2, 2019 was 280,222,177.

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(1) Consists of stock unit awards (including performance-based stock unit awards) and restricted stock awards.

Based on our shares of common stock outstanding as of April 2, 2019, the 9,035,107 shares issuable under existing grants or available for future grants under the 2010 Plan represent an “overhang” of approximately 3.22% of shares. If shareholders approve the 2019 Stock Plan, the additional 2,700,000 shares available for issuance would increase the overhang to approximately 4.19%. We calculate “overhang” as:

We recognize that equity awards dilute existing shareholders. In connection with our stock-based compensation programs, we are committed to using equity incentive awards prudently and within reasonable limits. Accordingly, we closely monitor our stock award burn rate each year. Our annual burn rate is determined by dividing the number of shares of our common stock subject to stock-based awards granted in a fiscal year by the weighted average number of shares of our common stock outstanding for that fiscal year.

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Based on our current equity award practices, the MDCC’s independent consultant, FW Cook, has estimated that the authorized shares under the 2019 Stock Plan should be sufficient to provide us with an opportunity to grant equity awards for approximately five to six years, in amounts determined appropriate by the MDCC. This is only an estimate, and future circumstances could cause the share reserve to be used more quickly or more slowly. These circumstances include the future price of shares of our common stock, the number of full-value awards provided as long-term incentive compensation, grant amounts used by our competitors, payout of performance-based awards in excess of target amounts in the event of superior performance, hiring activity, and promotions.

2019 STOCK PLAN KEY FEATURES

The Board believes that the 2019 Stock Plan incorporates and promotes best practices by reinforcing the alignment between equity compensation arrangements for eligible participants and shareholders’ interests. The 2019 Stock Plan includes the following key features:

• Administration. The 2019 Stock Plan is administered by the MDCC, which is composed entirely of independent, non-employee directors.
• Minimum Vesting Requirements. The 2019 Stock Plan establishes a new minimum vesting requirement—any awards granted under the 2019 Stock Plan generally may not vest over a period of less than one year from the grant date. This minimum vesting schedule will not apply in the case of substitute awards, awards to non-employee directors that vest on the earlier of the one-year anniversary of the grant date and the next annual meeting of shareholders that is at least 50 weeks after the immediately preceding year’s annual meeting, or for up to 5% of the shares authorized under the 2019 Stock Plan.
• Shareholder Approval is Required for Any Additional Shares. The 2019 Stock Plan does not contain an annual “evergreen” provision, but instead reserves a fixed maximum number of shares of Raytheon common stock. Additional shareholder approval is required to increase that number.
• Clarified Restrictions on Share Recycling. The 2019 Stock Plan explicitly prohibits adding back to the pool of shares available for issuance (i) any shares used in payment for or withholding taxes relating to stock options or stock appreciation rights (SARs); (ii) any shares of stock used in payment upon the exercise of stock-settled SARs; and (iii) any shares used in payment for or withholding taxes relating to full value awards in excess of the minimum statutory withholding rate. If any outstanding awards are subsequently forfeited, cancelled, cash-settled or expire, the shares underlying such awards will again become available for issuance under the 2019 Stock Plan. In addition, shares purchased on the open market with cash proceeds from the exercise of stock options will not be added back to the share pool.
• Clawback/Recoupment Provision. The 2019 Stock Plan includes a “clawback” or recoupment provision, which provides that awards will be subject to cancellation or forfeiture pursuant to any clawback, recoupment or similar policy required by law or otherwise adopted by the Board. Our Governance Principles contain a Restatement Clawback Policy that gives the Board the right to recover certain performance-based and restricted stock awards granted to officers, to the extent that such payments or awards were inflated due to restated financial statements and the impacted officer engaged in knowing or intentionally fraudulent or illegal conduct that caused or substantially caused the restatement.
• Adoption of Annual Limit on Non-Employee Director Awards. The 2019 Stock Plan provides that the maximum aggregate grant date fair value (measured as of the grant date in accordance with applicable financial accounting rules) of all awards made to a non-employee director in any fiscal year, together with any cash payments (including the annual retainer) paid or payable to the non-employee director for director services during such fiscal year, cannot exceed $600,000 in total value. The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the director receiving such additional compensation cannot participate in the decision to award such compensation.
• Overall Annual Limit on Awards. The 2019 Stock Plan also limits the maximum number of shares that may be granted during any one fiscal year to any individual participant to 800,000 shares.
• Explicit “No Repricing” Provisions. Subject to certain adjustment provisions, the 2019 Stock Plan expressly provides that the terms of stock options or SARs may not be amended or replaced, without shareholder approval, to (i) reduce the exercise or base price of outstanding options or SARs, (ii) cancel outstanding options or SARs in exchange for options or SARs with a lowered exercise or base price, or (iii) replace outstanding options or SARs in exchange for other awards or cash at a time when the exercise price of such options or SARs is higher than the fair market value of a share of common stock.
• No Discounted Stock Options or SARs. The 2019 Stock Plan requires that stock options and SARs must have an exercise price equal to at least the fair market value of our common stock on the date the award is granted.
• No Tax Gross-Ups. The 2019 Stock Plan does not provide for any tax gross-ups.
• No Liberal Change in Control Definition. The 2019 Stock Plan defines change in control based, in part, on the consummation of the transaction rather than the announcement or shareholder approval of the transaction.

SUMMARY OF THE STOCK PLAN

The following summary of the principal features of the 2019 Stock Plan is qualified in its entirety by reference to the complete text of the 2019 Stock Plan, a copy of which is attached as Appendix A to this Proxy Statement.

Purpose. The purpose of the 2019 Stock Plan is to encourage ownership of Raytheon’s common stock by Raytheon’s officers, employees, non-employee directors, and consultants, and to provide additional incentives for such individuals to promote the success of Raytheon’s business. The Board believes that the 2019 Stock Plan:

• Aligns the long-term interests of key employees (including executives), non-employee directors, and consultants with those of Raytheon’s shareholders by creating a direct link between compensation and shareholder return;
• Encourages participants to develop and maintain a substantial stock ownership in Raytheon; and
• Provides incentives for participants to contribute to Raytheon’s success.

Administration. Generally, the MDCC has full power and authority to administer and interpret the 2019 Stock Plan. The MDCC has the authority to determine (i) who is eligible to receive awards under the 2019 Stock Plan and (ii) the terms and provisions of such awards and of the applicable award agreements. The Governance and Nominating Committee has the sole authority to administer the 2019 Stock Plan with respect to our non-employee directors. Pursuant to the terms of the 2019 Stock Plan, the MDCC may delegate to our CEO the authority to grant awards to certain participants (excluding non-employee directors and executive officers who are subject to the reporting requirements of Section 16 of the Exchange Act).

Eligibility. Officers, employees, non-employee directors, and consultants of Raytheon and its affiliates are eligible to participate in the 2019 Stock Plan. As of December 31, 2018, approximately 17 officers, 2,587 employees, 13 non-employee directors and no consultants were eligible to participate in the 2010 Plan and, similarly, would be eligible to participate in the 2019 Stock Plan. As of March 29, 2019, approximately 17 officers, 3,893 current and former employees, 13 current non-employee directors and no consultants hold outstanding equity awards under the 2010 Plan.

Because our executives and non-employee directors are eligible to receive awards under the 2019 Stock Plan, they may be deemed to have a personal interest in the approval of this Proposal.

Shares Available. The maximum number of shares of Raytheon common stock authorized for issuance under the 2019 Stock Plan is 8,673,643 shares of common stock, which consists of 2,700,000 new shares, plus up to 5,973,643 shares (which is the number of shares that remained available for awards under the 2010 Plan as of December 31, 2018). This aggregate amount will be reduced by any shares subject to awards granted under the 2010 Plan between January 1, 2019 and the Effective Date. The 2019 Stock Plan share reserve also will include:

• the number of undelivered shares of common stock that were the subject of awards outstanding under the 2010 Plan as of the close of business on the Effective Date (2010 Plan Awards) and, after the Effective Date, expire or are forfeited, terminated, cancelled, settled in cash or otherwise settled without delivery to the participant of the full number of shares to which the award related; and
• the number of shares of common stock delivered to or withheld by Raytheon in satisfaction of tax withholding obligations on or after the Effective Date with respect to 2010 Plan Awards, other than stock options or SARs.

Shares issued under the 2019 Stock Plan may be newly issued shares, shares of treasury stock or shares of common stock that have been reacquired by Raytheon.

Share Counting Provisions. For purposes of calculating the number of shares of common stock issued under the 2019 Stock Plan:

• to the extent that an award expires or is cancelled, forfeited, terminated, settled in cash, or otherwise is settled without delivery of the full number of shares to which the award related, then the undelivered shares will again be available for awards to be granted;
• shares withheld by Raytheon or tendered by the participant in payment of the exercise price or withholding taxes relating to a stock option or SAR will not be added back to the share pool;
• shares withheld by Raytheon or tendered by the participant in payment of withholding taxes relating to any other kind of award (other than stock options or SARs) will again be available for awards, except that any shares withheld in excess of the minimum statutory withholding rates will not be added back to the share pool;
• upon the exercise of any stock-settled SAR, the share reserve will be reduced by the gross number of shares as to which such right is exercised; and
• shares of stock purchased on the open market with cash proceeds from the exercise of stock options will not be added back to the share pool.

LIMITATIONS ON AWARDS

General Limitations. Subject to adjustment as provided in the 2019 Stock Plan:

• No more than 800,000 shares of common stock subject to awards may be granted during any one fiscal year to any one person; and
• The number of shares of stock that may be issued pursuant to incentive stock options (ISOs), in the aggregate, cannot exceed 8,673,643 shares.

Limitation on Non-Employee Director Awards. The maximum aggregate grant date fair value (measured as of the grant date in accordance with applicable financial accounting rules) of all awards made to a non-employee director in any fiscal year, together with any cash payments (including the annual retainer and any other compensation) paid or payable to the non-employee director for director services during such fiscal year, cannot exceed $600,000 in total value. The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the director receiving such additional compensation cannot participate in the decision to award such compensation.

AWARD TYPES

The following types of awards may be granted under the 2019 Stock Plan: restricted stock awards, stock unit awards, stock grants, stock options or SARs. Any of these awards may be granted as a performance-based award, the vesting of which is subject to achievement of applicable performance goals established by the MDCC.

Restricted Stock Awards. A restricted stock award is an award of common stock subject to conditions or contingencies, which may be time- or performance-based. Until such conditions or contingencies are satisfied or lapse, the common stock is subject to forfeiture.

Stock Unit Awards. A stock unit award entitles the recipient to a payment equal to the value of the underlying common stock following vesting. Stock unit awards may be settled in cash, shares of common stock or a combination of both. Stock units generally are subject to time- or performance-based vesting restrictions.

Stock Grants. A stock grant is an award of shares of common stock that generally is not subject to restrictions or other forfeiture conditions. Stock grants may be awarded only in limited circumstances.

Stock Options. Stock options entitle a participant to purchase shares of common stock during the option term at a fixed “exercise” price. Stock options may either be ISOs, which qualify for favorable tax treatment for the option holder, or non-statutory stock options (NSOs), which do not. ISOs may be granted only to participants who meet the definition of “employees” under Section 3401 of the Code. The exercise price for all stock options (other than substitute awards) must be at least the fair market value of Raytheon’s common stock on the grant date.

The maximum term of a stock option is ten years, subject to earlier termination upon termination of service. The exercise price is payable in one or more of the following forms as determined by the MDCC: (i) cash; (ii) net exercise or broker-assisted cashless exercise; (iii) delivery of other shares of common stock having a fair market value on the exercise date equal to the exercise price of the shares to be purchased; or (iv) such other form or forms as the MDCC may approve.

Stock Appreciation Rights. SARs entitle the participant to receive, on exercise, a payment having a value equal to the excess of the fair market value of the underlying shares on the exercise date over the SAR base price. SARs may be granted either alone or in combination with a stock option. The term during which each SAR may be exercised will be determined by the MDCC, but no SAR may be exercised on or after the tenth anniversary of the date of grant. Payment may be in cash, shares of common stock or a combination of both. SARs granted in tandem with a stock option will be exercisable only to the same extent and subject to the same conditions as the related option.

Performance-Based Awards. A performance-based award may be any form of award permitted under the 2019 Stock Plan. The MDCC will determine the terms of any performance-based awards, including the applicable performance goals, achievement of the same, and the length of the applicable performance period. Performance goals may include the following performance criteria: (i) free or operating cash flow (before or after dividends), (ii) earnings per share (including earnings before interest, taxes, depreciation and amortization), (iii) stock price, (iv) return on equity, (v) shareholder return or total shareholder return, (vi) return on capital (including return on total capital or return on invested capital), (vii) return on investment, (viii) return on assets or net assets, (ix) market capitalization, (x) debt leverage (debt to capital), (xi) net sales, (xii) backlog, (xiii) net income or net income attributable to Raytheon, (xiv) income or operating income from continuing operations (before or after tax), (xv) operating profit, net operating profit or economic profit, (xvi) gross margin, operating margin or profit margin, (xvii) return on operating revenue or return on operating assets, (xviii) operating ratio, (xix) market share improvement, (xx) bookings or (xxi) working capital turnover. The MDCC also may grant performance-based awards that are based on criteria other than those set forth above.

Substitute Awards. The MDCC may grant awards to employees of companies acquired by Raytheon or any affiliate of Raytheon, or with which Raytheon or any affiliate combines, in exchange for or upon assumption of outstanding equity awards issued by such companies. Shares covered by substitute awards will not reduce the number of shares otherwise available for awards under the 2019 Stock Plan.

OTHER PROVISIONS

Shareholders’ Rights. Unless otherwise provided by the MDCC, a recipient of a restricted stock award has the right to receive dividends and to vote the shares relating to such award during the applicable vesting period, except that dividends payable on a performance-based restricted stock award will be paid only to the extent that the underlying performance goals are achieved and the restricted stock award vests. For all other awards, a participant generally will not have any voting or dividend rights until such participant becomes the holder of record of the shares underlying such awards. However, except as otherwise provided by the MDCC or the Governance and Nominating Committee: (i) recipients of time-based stock unit awards have the right to receive amounts equal to any cash dividends paid during the vesting period and (ii) recipients of performance-based stock unit awards have the right to receive dividend equivalents with respect to the applicable vesting period only to the extent the stock unit award vests.

Adjustment Provisions. In connection with certain corporate transactions, including extraordinary dividends, stock dividends, stock splits, stock combinations, recapitalizations, exchange of shares, spin-offs, and other similar changes in Raytheon’s capital structure, the MDCC will equitably adjust the number of shares of common stock available under the 2019 Stock Plan and the shares of common stock and purchase price covered by any outstanding award to prevent any dilution or enlargement of benefits, so that the recipient of the award is treated in the same manner as holders of the underlying common stock.

Transferability of Awards. Under the 2019 Stock Plan, ISOs may be exercised during the participant’s lifetime only by the participant and may not be assigned or transferred, other than pursuant to the laws of descent and distribution following the participant’s death. All other awards generally are subject to the same limitations on transferability as ISOs. The MDCC may structure awards to allow the participant to assign the award, in whole or in part, during the participant’s lifetime to one or more immediate family members or to a trust established exclusively for the participant and/or such immediate family members, to the extent such assignment is in connection with the participant’s estate plan or pursuant to a domestic relations order.

Valuation. The fair market value per share of our common stock under the 2019 Stock Plan on any relevant date is deemed to be equal to the closing selling price per share on that date as determined by the NYSE (or if there was no sale on that date, on the last preceding date on which a sale was reported). As of March 29, 2019, the fair market value of our common stock determined on such basis was $182.08 per share.

Change in Control Provisions. In the event of a change in control (as such term is defined in the 2019 Stock Plan), one or more of the following actions may occur with respect to outstanding awards: (i) the award is assumed by the successor entity; (ii) the award is cancelled and substituted with an award granted by the successor entity; (iii) the award is continued pursuant to the terms of the change in control transaction; (iv) the vesting conditions of the award lapse, in whole or in part; (v) the award terminates; or (vi) the award is cancelled in exchange for a cash payment for each vested share of common stock (and, if so determined by the MDCC, each unvested share of stock).

Deferred Compensation. The MDCC may, in its sole discretion, structure one or more awards (other than stock options and SARs) so that the participant may be provided with an election to defer the compensation associated with those awards for federal income tax purposes. Any such award must comply with all applicable requirements of Section 409A of the Code.

The Governance and Nominating Committee also may implement a non-employee director retainer fee deferral program that allows non-employee directors the opportunity to elect to convert Board and Board committee retainer fees to be earned for a fiscal year into restricted stock units that defer the issuance of the shares of common stock that vest under those units until a permissible date or event under Code Section 409A.

To the extent we maintain one or more separate non-qualified deferred compensation arrangements that allow participants the opportunity to make notional investments of their deferred account balances in shares of common stock, the MDCC may authorize the share reserve under the 2019 Stock Plan to serve as the source of any shares of common stock that become payable under those deferred compensation arrangements.

Term, Amendment and Termination. The 2019 Stock Plan will become effective as of the Effective Date. If the shareholder vote on the 2019 Stock Plan at the Annual Meeting is postponed, the 2019 Stock Plan will be effective on such date on which a shareholders’ meeting to vote to approve the 2019 Stock Plan occurs. Until such time, the 2010 Plan will continue in effect, in accordance with its terms, and awards will continue to be granted under the 2010 Plan until its termination, subject to previously authorized share limits.

The MDCC may amend the 2019 Stock Plan at any time, except that no amendment may (i) increase the number of shares of common stock that may be issued under the 2019 Stock Plan, (ii) change the class of eligible participants, or (iii) make any other change for which shareholder approval is required by law or the rules of any relevant stock exchange without appropriate shareholder approval, including any changes to the 2019 Stock Plan’s prohibition on repricing.

The 2019 Stock Plan will terminate upon the earliest to occur of: (i) the close of business on the date immediately preceding the tenth anniversary of the Effective Date, (ii) the date on which all shares available for issuance under the 2019 Stock Plan have been issued as fully vested shares, (iii) the termination of all outstanding awards in connection with a change in control (as defined in the 2019 Stock Plan), or (iv) the termination by the Board of the 2019 Stock Plan.

FEDERAL INCOME TAX CONSEQUENCES OF AWARDS

The following is a summary of the United States federal income tax treatment applicable to Raytheon and the participants who receive awards under the 2019 Stock Plan.

Restricted Stock, Stock Unit Awards, Stock Grants and SARs. Awards in cash and common stock are generally taxable as compensation to the participant at the time of payment. Awards of restricted stock do not constitute taxable income to the participant until the restrictions lapse, unless the participant elects to realize taxable ordinary income in the year of award in an amount equal to the fair market value of the restricted stock award, determined without regard to the restrictions. Awards of SARs and stock unit awards do not constitute taxable income until such time as the participant receives cash or common stock under the terms of the awards. The amount of taxable income to the participant generally is equal to the total amount of the cash and/or fair market value of the shares of common stock received. Any interest and dividend equivalents earned on awards also will be taxed as compensation to the participant. Amounts taxable as compensation are subject to withholding and employment taxes.

Incentive Stock Options. Except with respect to participants who may have to pay alternative minimum tax in connection with the exercise of an ISO, there are no federal income tax consequences to a participant upon grant or exercise of an ISO. If the participant holds shares of common stock purchased upon exercise of an ISO for at least two years after the grant date and at least one year after the exercise date, the subsequent sale of common stock will give rise to a long-term capital gain or loss to the participant. If the participant sells the shares of common stock before the later of two years after the grant date or one year after the exercise date, the participant will recognize ordinary income equal to the difference between the (i) lower of the fair market value at the exercise or sale date and (ii) option exercise price; any additional gain or loss will be a capital gain or loss.

Nonstatutory Stock Options. Generally, there are no federal income tax consequences to the participant upon grant of an NSO. Upon the exercise of an NSO, the participant will recognize ordinary income equal to the amount, if any, by which the fair market value of the common stock acquired upon the exercise of the option exceeds the exercise price. A sale of common stock so acquired will give rise to a capital gain or loss equal to the difference between the fair market value of the common stock on the exercise and sale dates.

Company Deduction. Raytheon generally may deduct any compensation or ordinary income recognized by the recipient of an award under the 2019 Stock Plan when recognized, subject to the limits of Code Section 162(m). Prior to 2018, Code Section 162(m) imposed a $1 million limit on the amount a public company may deduct for compensation paid to a company’s chief executive officer or any of the company’s three other most highly compensated executive officers (other than the chief financial officer) who are employed as of the end of the year. This limitation did not apply to compensation that met Code requirements for “qualified performance-based compensation.”

The performance-based compensation exemption and the exemption of the chief financial officer from Code Section 162(m)’s deduction limit have been repealed, among other changes, effective for taxable years beginning after December 31, 2017, such that awards paid under the 2019 Stock Plan to our covered executive officers (including our chief executive officer) may not be deductible in future years due to the application of the $1 million deduction limitation. As in prior years, while deductibility of executive compensation for federal income tax purposes is among the factors the MDCC considers when structuring our executive compensation, it is not the sole or primary factor considered. Our Board and the MDCC retain the flexibility to authorize compensation that may not be deductible if they believe it is in our best interests.

NEW PLAN BENEFITS

No awards have been granted under the 2019 Stock Plan. Future awards under the 2019 Stock Plan will be made at the discretion of the MDCC and Governance and Nominating Committee, as applicable. Therefore, the benefits and amounts that will be received or allocated under the 2019 Stock Plan in the future are not determinable at this time. For information regarding outstanding equity awards held by our named executive officers and non-employee directors as of December 31, 2018 under the 2010 Plan, please refer to the Outstanding Equity Awards at Fiscal Year End and Non-Employee Director Total Compensation tables on pages 62 and 87, respectively, of this proxy statement.