ba-20250627

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

Date of Report (Date of Earliest Event Reported): June 27, 2025


THE BOEING COMPANY
(Exact name of registrant as specified in its charter)

Delaware

1-442

91-0425694

(State or other jurisdiction of
incorporation or organization)

(Commission file number)

(I.R.S. Employer Identification No.)


929 Long Bridge Drive, Arlington, VA						22202
(Address of principal executive offices)						(Zip Code)


(703) 465-3500
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $5.00 Par Value

New York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 6.00% Series A Mandatory Convertible Preferred Stock, $1.00 Par Value

BA-PRA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On June 29, 2025, the Board of Directors of The Boeing Company (the “Company”) elected Jesus (Jay) Malave to serve as the Company’s Executive Vice President and Chief Financial Officer, effective August 15, 2025 (the “Effective Date”), succeeding Brian J. West in that role. As of the Effective Date, Mr. West will cease to be the Company’s Executive Vice President and Chief Financial Officer and will assume the role of Special Advisor to the Chief Executive Officer.

Mr. Malave, 56, served as Chief Financial Officer of Lockheed Martin Corporation ("Lockheed") from January 2022 to April 2025. Prior to that, he served as Senior Vice President and Chief Financial Officer of L3Harris Technologies, Inc. from June 2019 to January 2022. Mr. Malave previously served in various roles at United Technologies Corporation (“UTC”), including as Vice President and Chief Financial Officer of UTC’s Carrier Corporation from April 2018 to June 2019; as Vice President and Chief Financial Officer of UTC’s Aerospace Systems from January 2015 to April 2018; and as Head of Investor Relations from June 2012 to December 2014.

Mr. Malave will receive an annual base salary of $1,050,000. He will be eligible to receive an annual incentive award with a target value of 120% of base salary, which shall not be pro-rated for 2025, and (beginning in 2026) long-term incentive awards with a target value of $6,500,000. Mr. Malave will receive relocation benefits under the Company’s relocation program, as well as certain other perquisites and benefits consistent with the role of an Executive Vice President, as most recently described in the Compensation Discussion and Analysis section of the Company’s proxy statement for its 2025 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 7, 2025.

To offset the value of certain unvested equity awards forfeited by Mr. Malave upon his separation of employment with Lockheed, on the Effective Date and subject to his commencement of employment, Mr. Malave will receive (1) a cash award of $1,500,000, subject to full repayment if he voluntarily leaves the Company within two years of commencement of employment; (2) an award of restricted stock units with a grant date value of $5,000,000 to vest in two equal installments on the first and second anniversaries of the grant date; and (3) an award of premium-priced non-qualified stock options to purchase shares of the Company’s common stock with a grant date value of $4,500,000 to vest on the third anniversary of the grant date, which feature an exercise price equal to 120% of the grant date value of one share of the Company’s common stock. In addition, to offset the value of vested shares of Lockheed stock forfeited by Mr. Malave as a result of a settlement agreement relating to non-competition agreements he entered into during his employment with Lockheed, on the Effective Date and subject to his commencement of employment, Mr. Malave will receive an additional cash award of $7,000,000. This additional cash award will also be subject to full repayment if Mr. Malave voluntarily leaves the Company within two years of commencement of employment. All of these awards will be granted under The Boeing Company 2023 Incentive Stock Plan and will be subject to the terms and conditions set forth in the applicable notices of terms, the forms of which are included as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.

In connection with Mr. Malave’s election and in light of his recent employment with Lockheed, the Company has imposed, and Mr. Malave has agreed to, certain conditions on his employment. These conditions include not participating in the Boeing Defense, Space & Security business until the end of 2025, although he may have visibility into its aggregate financial performance; not providing advice or making decisions with respect to certain vendor relationships and programs in which Lockheed is or may be involved until April 2026; and not soliciting Lockheed employees or participating in procurement activities in which Lockheed is a known or expected competitor until April 2027. In addition, the Company has agreed to pay Lockheed $2,000,000 in connection with a release of claims relating to Mr. Malave’s employment with the Company.

Mr. Malave has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which he was selected as an officer of the Company. Except as described above, there are no related person transactions between Mr. Malave and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release related to the foregoing is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description

10.1						Form of U.S. Notice of Terms of Cash-Based Award*

10.2						Form of U.S. Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.5 to the Company's Form 10-Q for the quarter ended March 31, 2025)*

10.3						Form of U.S. Notice of Terms of Supplemental Non-Qualified Premium-Priced Stock Options*

99.1						Press Release, dated June 30, 2025, issued by The Boeing Company

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management contract or compensatory plan.

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/ John C. Demers
			John C. Demers
			Vice President, Assistant General Counsel and Corporate Secretary

Dated: July 3, 2025

Exhibit 10.1

The Boeing Company 2023 Incentive Stock Plan

U.S. Notice of Terms

Cash-Based Award

___________________________________________________________________

Key Terms

The Boeing Company (the “Company”) has awarded you a cash-based award (the “Award”) pursuant to The Boeing

Company 2023 Incentive Stock Plan, as amended and restated from time to time (the “Plan”), and the provisions

contained herein (the “Notice”). Capitalized terms not otherwise defined in this Notice shall have the meaning ascribed

to them in the Plan. Your Award is subject to the terms of the Plan. If there is any inconsistency between the terms of

this Notice and the terms of the Plan, the Plan’s terms shall control. You are required to accept and acknowledge the

terms and conditions of the Award, through the mechanism and procedures determined by the Company, as a

condition to receiving the Award.


Name	«Participant Name»
BEMSID	«Employee_ID»
Grant Date	«Grant Date»
Amount Granted	$«Value»
Distribution Date	As soon as reasonably practicable following the Grant Date, but in no event later than 30 days following the Grant Date
Form of Distribution	Cash
Repayment Obligation	If you voluntarily terminate employment with the Company for any reason, or your employment is terminated by the Company for cause, in either case, prior to the second anniversary of the Distribution Date, you will be required to repay the full gross amount of the Award to the Company.

______________________________________________________________________

Acknowledgement and Acceptance

I acknowledge that I have read and understand this Notice of Terms (including the Key Terms section, the General Terms

section, and (as applicable) the State-Specific Terms section) and The Boeing Company 2023 Incentive Stock Plan, as

amended and restated from time to time, and I accept and agree to the provisions contained therein.


Name:	«Participant Name»
Signature:	Signed Electronically
Date:	«Acceptance Date»

General Terms

1.Responsibility for Tax Withholding Obligations and Other Obligations. You acknowledge that,

regardless of any action the Company or the Related Company that employs you (the “Employer”) takes

with respect to any Tax Withholding Obligations and/or any Other Obligations, the ultimate liability for all

such obligations is and remains your responsibility and may exceed the amount, if any, actually withheld

by the Company or your Employer. You further acknowledge that the Company and your Employer (i)

make no representations or undertakings regarding the treatment of any Tax Withholding Obligations or

Other Obligations in connection with any aspect of the Award; and (ii) do not commit to and are under no

obligation to structure the terms of the Award or any aspect of the Award to reduce or eliminate your

liability for Tax Withholding Obligations or Other Obligations or achieve any particular tax result. Further, if

you are or become subject to tax in more than one jurisdiction, you acknowledge that the Company or

your Employer may withhold or account for Tax Withholding Obligations in more than one jurisdiction.

2.Clawback and Forfeiture Policy.

(a)This Award is subject to the Clawback Policy adopted by the Company’s Board of Directors, as

amended from time to time (the “Policy”). The Policy provides (among other things) that an Award

may be subject to clawback and forfeiture (meaning that the Award or gross proceeds thereof must be

promptly returned to the Company if already distributed, or that you will lose your entitlement to an

Award if it has not yet been distributed) in the discretion of the Committee, if the Committee

determines that you have (i) violated, or engaged in negligent conduct in connection with the

supervision of someone who violated, any Company policy, law, or regulation that has compromised

the safety of any of the Company’s products or services and has, or reasonably could be expected to

have, a material adverse impact on the Company, the Company’s customers or the public; or (ii)

engaged in fraud, bribery, or illegal acts like fraud or bribery, or knowingly failed to report such acts of

an employee over whom you had direct supervisory responsibility. The Policy further contains

provisions regarding the recovery of certain “covered compensation” (as defined in the Policy) as

required pursuant to New York Stock Exchange listing standards and the Section 10D of the

Securities Exchange Act of 1934, as amended, and any rules, regulations, or listing standards issued

to implement the foregoing from time to time. In accepting this Award, you acknowledge that you have

read the Policy, available at:

https://www.boeing.com/resources/boeingdotcom/principles/ethics_and_compliance/pdf/clawback-

policy.pdf, that you understand the extent of its applicability to you, and that you agree to comply with

the terms and conditions of the Policy as they may be applied to you.

(b)In addition, subject to applicable law, or except as may be otherwise provided in the State-Specific

Terms, this Award is subject to clawback and forfeiture in the event you engage in any of the following

conduct, as determined by the Company or its delegate in its sole discretion, prior to the second

anniversary of the final Distribution Date: you (i) plead or admit to, are convicted of, or are otherwise

found guilty of a criminal or indictable offense involving theft, fraud, embezzlement, or other similar

unlawful acts against the Company or against the Company’s interests; (ii) directly or indirectly

engage in competition with any aspect of Company business with which you were involved or about

which you gained Company proprietary or confidential information; (iii) induce or attempt to induce,

directly or indirectly, any of the Company’s employees, representatives or consultants to terminate,

discontinue or cease working with or for the Company, or to breach any contract with the Company, in

order to work with or for, or enter into a contract with, you or any third party; (iv) disparage or defame

the Company or its products or current or former employees, provided that this clause shall not be

construed to prohibit any individual from reporting, in good faith, suspected unlawful conduct in the

workplace; or (v) take, misappropriate, use or disclose Company proprietary or confidential

information. Clawback can, if possible and where permitted by local law, be made by deducting

payments that will become due in the future (including salary, bonuses, or share awards). Your

acceptance of this Award shall constitute your acknowledgement and recognition that your

compliance with this Section is a condition for your receipt of this Award. For purposes of this Section,

the Company shall include the Company and all Related Companies.

(c)Nothing in this Section will apply to legally protected communications to government agencies or

statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings.

(d)The restrictions in this Section are considered by the parties to be fair and reasonable in all

circumstances and the parties agree that the restrictions are reasonable and necessary to protect the

Company’s legitimate business interests. Each of the restrictions contained in this Section, including

the sub-paragraphs and sub-clauses thereof, constitutes an entirely separate, severable and

independent restriction. If any restriction is found to be invalid this will not affect the validity or

enforceability of any of the other restrictions. It is agreed that if any such restrictions by themselves,

or taken together, are for any reason unenforceable, but would be enforceable if part or parts of the

wording were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may

be necessary to make it or them valid and enforceable.

3.Miscellaneous.

(a)This Notice shall not confer upon you any right to continuation of employment by the Company or any

Related Company nor shall this Notice interfere in any way with the Company’s or any Related

Company’s right to terminate your employment at any time, except to the extent expressly provided

otherwise in a written agreement between you and the Company or a Related Company or as

prohibited by law.

(b)You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may

be amended, canceled, or terminated by the Company, in its sole discretion, at any time. The grant of

the Award under the Plan is a one-time benefit and does not create any contractual or other right to

receive other awards or benefits in lieu of awards in the future. Future awards, if any, will be at the

sole discretion of the Company, including, but not limited to, the timing of any grant, the form of award

and the vesting provisions.

(c)The Plan is established, operated and administered exclusively by the Company, and the Award is

granted solely by the Company. Only the Company is a party to this Notice; accordingly, any rights

you may have under this Notice may be raised only against the Company and may not be raised

against any Related Company. No Related Company has any obligation to make any payment of any

kind under this Notice.

(d)The Company may, in its sole discretion, decide to deliver any documents related to the Award or

other awards granted to you under the Plan by electronic means. You hereby consent to receive such

documents by electronic delivery and agree to participate in the Plan through an on-line or electronic

system established and maintained by the Company or a third party designated by the Company.

(e)The Company reserves the right to impose other requirements on the Award, and your participation in

the Plan, to the extent the Company determines, in its sole discretion, that such other requirements

are necessary or advisable to comply with applicable laws, rules and regulations, or to facilitate the

operation and administration of the Award and the Plan. Such requirements may include (but are not

limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish

the foregoing.

(f)This Award is intended to be exempt from or otherwise comply with Section 409A of the Internal

Revenue Code and the regulations and guidance issued thereunder (“Section 409A”) and shall be

interpreted and construed consistently with such intent. If you are a Specified Employee (as defined

by the Company for purposes of Section 409A) upon your separation from service (as defined under

Section 409A), any payments that are subject to the requirements of Section 409A and payable upon

such separation from service from shall be delayed until six months after the date of the separation

from service, to the extent required under Section 409A. Nothing in the Plan or this Notice shall be

construed as a guarantee of any particular tax treatment. The Company makes no representation that

the Plan, this Notice or the Award complies with Section 409A and in no event shall the Company be

liable for the payment of any taxes and penalties that you may incur under Section 409A.

(g)The Award and payment thereof shall be subject to, and conditioned upon, satisfaction of all

applicable laws, rules, and regulations, and to such approvals by any governmental agencies or

national securities exchanges as may be required.

(h)Notwithstanding any provisions of this Notice to the contrary, the Award shall be subject to such

special terms and conditions for the state in which you reside as the Company may determine in its

sole discretion and which shall be set forth in the State-Specific Terms. If you transfer your residence

and/or employment to another country, any special terms and conditions for such country will apply to

the Award to the extent the Company determines, in its sole discretion, that the application of such

terms and conditions is necessary or advisable in order to comply with local laws, rules and

regulations, or to facilitate the operation and administration of the Award and the Plan (or the

Company may establish alternative terms and conditions as may be necessary or advisable to

accommodate your transfer).

(i)All questions concerning the construction, validity and interpretation of this Notice and the Plan shall

be governed and construed according to the laws of the State of Delaware in the United States,

without regard to the application of the conflicts of laws provisions thereof, except as may be

expressly required by other applicable law or as may be otherwise provided in the State-Specific

Terms. Any disputes regarding this Award or the Plan shall be brought only in the state or federal

courts of the State of Delaware in the United States, except as may be expressly required by other

applicable law or as may be otherwise provided in the State-Specific Terms.

(j)No interest will accrue or be paid on any portion of a distribution with respect to your Award,

regardless of when paid.

4.Privacy Notice. By accepting this Award, you:

(a)consent to the collection, use and transfer, in electronic or other form, of any of your personal data

that is necessary to facilitate the implementation, administration and management of the Award and

the Plan;

(b)understand that the Company and your employer may, for the purpose of implementing, administering

and managing the Plan, hold certain personal information about you, including, but not limited to, your

name, home address and telephone number, date of birth, social insurance number or other

identification number, salary, nationality, job title and details of all awards or entitlement to Shares

granted to you under the Plan or otherwise (“Data”);

(c)understand that Data may be transferred to any third parties assisting in the implementation,

administration and management of the Plan, including any broker with whom the shares issued on

vesting of the Award may be deposited, and that these recipients may be located in your country or

elsewhere, and that the recipient's country may have different data privacy laws and protections than

your country; and

(d)authorize the Company, its Related Companies and its agents to store and transmit such Data in

electronic form.

This notice is supplemental to the Boeing Employee Privacy Notice available here:

http://globalprivacyoffice.web.boeing.com/index.aspx?com=1&id=469.

State-Specific Terms

The following provisions shall modify Section 2 of the Notice for employees who reside in or are

otherwise subject to the laws of California:

Clause (ii) of Section 2(b) shall not apply.

Clause (iii) of Section 2(b) shall be removed and replaced with the following: (iii) during your employment with

the Company, induce or attempt to induce, directly or indirectly, any of the Company’s employees,

representatives, or consultants to terminate, discontinue, or cease working with or for the Company, or to

breach any contract with the Company, in order to work with or for, or enter into a contract with, you or any

third party.

Clause (iv) of Section 2(b) shall be removed and replaced with the following: (iv) disparage or defame the

Company or its products or current or former employees, provided that this clause shall not be construed to

prohibit you from discussing or disclosing information about unlawful acts in the workplace, such as

harassment or discrimination or any other conduct that you have reason to believe is unlawful.

The following shall be appended to Section 2(b):

To the extent expressly required by the laws of the State of California, all questions concerning the

construction, validity, and interpretation of this Section shall be governed and construed according to the laws

of the State of California, without regard to the application of the conflicts of laws provisions thereof.

The following provisions shall modify Section 2 of the Notice for employees who reside in or are

otherwise subject to the laws of Colorado or Massachusetts:

Clause (ii) of Section 2(b) shall not apply.

The following provisions shall modify Section 2 of the Notice for employees who reside in or are

otherwise subject to the laws of Illinois:

The following shall be appended to Section 2(b):

For purposes of clause (ii) above, “engage in competition” shall mean, during your employment with the

Company and for a period of twelve months following your last day of employment with the Company (the

“Restricted Period”), providing services to a competitor of the Company (whether as an employee,

independent contractor, consultant, officer, or director) that are the same or similar in function or purpose to

the services you provided to the Company during the two years prior to your last day of employment with the

Company and with respect to which you gained Company proprietary or confidential information, in the State

of Illinois or any state or territory within the United States in which you performed responsibilities for the

Company and/or where the Company conducts substantial business.

A new Section 2(e) is added as follows:

You understand that the non-competition obligations under Section 2(b)(ii) shall only apply to you if you earn

the statutory minimum compensation set by Illinois statute (e.g., between January 1, 2021 and January 2,

2027, the statutory threshold is at least $75,000 per year).

A new Section 2(f) is added as follows:

You agree that before being required to accept and acknowledge this Notice, the Company provided you with

fourteen calendar days to review it. The Company advises you to consult with an attorney before accepting

and acknowledging this Notice.

A new Section 2(g) is added as follows:

You understand that if you are separated from employment with the Company due to COVID-19 or

“circumstances that are similar to the COVID-19 pandemic” the Company may not enforce Section 2(b)(ii)

unless it pays you the compensation equivalent to your base salary at the time of your last day of employment

for the Company for the Restricted Period minus any compensation you earn through subsequent

employment during the Restricted Period.

The following provisions shall modify Section 2 of the Notice for employees who reside in or are

otherwise subject to the laws of South Carolina:

The following shall be appended to Section 2(b):

For purposes of this Section, “engage in competition” shall mean providing services to a competitor of the

Company (whether as an employee, independent contractor, consultant, officer, or director) that are the same

or similar in function or purpose to the services you provided to the Company during the two years prior to

your termination of employment with the Company and with respect to which you gained Company proprietary

or confidential information, in the State of South Carolina or any state or territory within the United States in

which the Company conducts substantial business.

The following provisions shall modify Section 2(b) of the Notice for employees who reside in or are

otherwise subject to the laws of Virginia:

By agreeing to the terms set forth in this Notice, you acknowledge and agree that you are employed as

executive personnel and that the Award does not constitute wages for time worked.

For purposes of this Section, “engage in competition” shall mean, during your employment with the Company

and for a period of twelve months following your last day of employment with the Company (the “Restricted

Period”), providing services to a competitor of the Company (whether as an employee, independent

contractor, consultant, officer, or director) that are the same as or similar in function or purpose to the services

you provided to the Company during the two years prior to your last day of employment with the Company

and with respect to which you gained Company proprietary or confidential information, regardless of the

geographic location. By agreeing to the terms set forth in this Notice, you acknowledge and agree that (x) the

Company conducts business globally and (y) if you provided the foregoing services to a competitor during the

Restricted Period you would pose a competitive threat to the Company regardless of the location of such

competitor or the location from which you provide such services. Further, clause (ii) above shall not apply if

you qualify as a low-wage employee pursuant to Virginia Code Section 40.1-28.7:8.

Clause (iii) shall only apply during the Restricted Period, as defined above.

The following shall replace Section 2(b) of the Notice for employees who reside in or are otherwise

subject to the laws of Washington:

In addition, this Award is subject to clawback and forfeiture in the event you engage in any of the following

conduct, as determined by the Company or its delegate in its sole discretion, during the Restricted Period:

you (i) plead or admit to, are convicted of, or are otherwise found guilty of a criminal or indictable offense

involving theft, fraud, embezzlement, or other similar unlawful acts against the Company or against the

Company’s interests; (ii) directly or indirectly engage in competition; (iii) induce or attempt to induce, directly

or indirectly, any of the Company’s employees, representatives or consultants to terminate, discontinue or

cease working with or for the Company, or to breach any contract with the Company, in order to work with or

for, or enter into a contract with, you or any third party; (iv) disparage or defame the Company or its products

or current or former employees provided that this clause shall not be construed to prohibit any individual from

reporting, in good faith, or otherwise discussing or disclosing suspected unlawful conduct in the workplace; or

(v) take, misappropriate, use, or disclose Company proprietary or confidential information. Clawback can, if

possible and where permitted by local law, be made by deducting payments that will become due in future

(including salary, bonuses, or share awards). Your acceptance of this Award shall constitute your

acknowledgement and recognition that your compliance with this Section is a condition for your receipt of this

Award. For purposes of this Section, the Company shall include the Company and all Related Companies.

For purposes of this Section, “Restricted Period” shall mean, with respect to clauses (i), (iii), (iv), and (v)

above, the period commencing on the date of the Award and ending on the second anniversary of the final

Distribution Date, and with respect to clause (ii) above, the period commencing on the date of the Award and

ending eighteen months after the final Distribution Date. Notwithstanding anything herein to the contrary,

clause (ii) shall not apply to you (x) following any termination of your employment by reason of layoff, or (y)

during any year if you had annualized W-2 total earnings from the Company of $100,000 (or such dollar

amount following adjustment for inflation as required by applicable Washington law) or less during the prior

year, determined in accordance with applicable Washington law. For purposes of this Section, “engage in

competition” shall mean providing services to a competitor of the Company (whether as an employee,

independent contractor, consultant, officer, or director) that are the same or similar in function or purpose to

the services you provided to the Company during the two years prior to your termination of employment with

the Company and with respect to which you gained Company proprietary or confidential information, in the

State of Washington or any state or territory within the United States in which the Company conducts

substantial business.

All questions concerning the construction, validity, and interpretation of clause (ii) above shall be governed

and construed according to the laws of the State of Washington, without regard to the application of the

conflicts of laws provisions thereof. Any disputes regarding the construction, validity and interpretation of

clause (ii) above shall be brought only in the state or federal courts of the State of Washington.

Exhibit 10.3

The Boeing Company 2023 Incentive Stock Plan

U.S. Notice of Terms

Supplemental Non-Qualified Premium-Priced Stock Options

___________________________________________________________________

Key Terms

The Boeing Company (the “Company”) has awarded you supplemental options to purchase Shares (the “Options”)

pursuant to The Boeing Company 2023 Incentive Stock Plan, as amended and restated from time to time (the “Plan”),

and the provisions contained herein (the “Notice”). Capitalized terms not otherwise defined in this Notice shall have the

meaning ascribed to them in the Plan. Your Options are subject to the terms of the Plan. If there is any inconsistency

between the terms of this Notice and the terms of the Plan, the Plan’s terms shall control. You are required to accept

and acknowledge the terms and conditions of the Options, through the mechanism and procedures determined

by the Company, as a condition to receiving the Options.


Name	«Participant Name»
BEMSID	«Employee_ID»
Grant Date	«Grant Date»
No. of Options Granted	«Option #»

Exercise Price	«$ Exercise Price» (120% of the “Fair Market Value” of a Share on the Grant Date, meaning the average of the high and the low per Share trading prices as reported by The Wall Street Journal on the relevant date, or by such other source as the Company deems reliable)
Vesting Schedule	100% on the third anniversary of the Grant Date (the “Vesting Date”). Vesting is subject to your continued employment by the Company or a Related Company from the Grant Date through the Vesting Date, except as otherwise provided below.
Vesting Period	Period between the Grant Date and the Vesting Date
Impact of Terminations	Layoff: Contingent upon your timely execution and non-revocation of a waiver and release of all claims on a form provided to you by the Company, you will vest in your Options on the Vesting Date. The release requirement may be waived by the Company if it determines, in its sole discretion, that such a release would be inconsistent with the requirements of applicable local law. Death/long-term disability termination: Your Options will immediately vest. All other terminations: Any unvested Options will be forfeited.
Impact of Leaves	Unless otherwise required by applicable law, if you have taken a leave or leaves of absence during the Vesting Period and such aggregate leave period exceeds 180 days in duration (calculated immediately prior to the Vesting Date), your unvested Options will be reduced by the product of (1) the original number of Options granted, and (2) a fraction, equal to the number of leave days during the Vesting Period that exceed 180 days divided by the total number of days in the Vesting Period. This provision shall not apply in the event your employment is terminated prior to the Vesting Date due to death or long-term disability termination as described above.
Definitions	“Long-term disability” termination means that you have experienced a disability entitling you to benefits under any long-term disability policy sponsored by the Company or a Related Company, and your employment terminates upon reaching the maximum long- term disability leave period under applicable Company or Related Company policies, except as otherwise required under applicable local law.

______________________________________________________________________

Acknowledgement and Acceptance

I acknowledge that I have read and understand this Notice of Terms (including the Key Terms section, the General Terms

section, and (as applicable) the State-Specific Terms section) and The Boeing Company 2023 Incentive Stock Plan, as

amended and restated from time to time, and I accept and agree to the provisions contained therein.


Name:	«Participant Name»
Signature:	Signed Electronically
Date:	«Acceptance Date»

General Terms

1.Type of Options. Each Option granted gives you the right to purchase a Share at the Exercise Price and

on the terms set forth in this Notice. The Options are granted as non-qualified stock options. Non-qualified

stock options are considered ordinary income when exercised and are taxed accordingly. The amount of

ordinary income is the difference between the exercise price and the price on the date the Options or a

portion of them are exercised.

2.Vesting and Exercisability of Options. The Options will vest and become exercisable in accordance

with the Vesting Schedule.

3.Adjustment in Number of Options. The number of Options granted will be adjusted proportionately for

any increase or decrease in the number of issued Shares 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.

4.Expiration of Vested Options. As long as you remain employed by the Company or a Related Company,

your vested Options will expire after the tenth anniversary of the Grant Date. Otherwise:

(a)If your employment terminates due to death, long-term disability, or layoff, your vested Options will

expire at the earlier of five years from your termination date or ten years from the Grant Date.

(b)If your employment is involuntarily terminated for cause, your vested Options will expire immediately

upon your termination.

(c)If your employment terminates for any reason other than those reasons described above, your vested

Options will expire at the earlier of 90 days from your termination date or the tenth anniversary of the

Grant Date.

5.Method of Exercise. You may exercise the Options by giving written notice to the Company, in form and

substance satisfactory to the Company, which will state your election to exercise Options and the number

of Options you are exercising, and by completing such other documents and procedures as may be

required by the Company for exercise of the Options. The notice must be accompanied by full payment of

the exercise price for the number of Shares you are purchasing. Except as may be prohibited by

applicable law, you may make this payment in any one or combination of the following:

(a)check acceptable to the Company;

(b)wire transfer;

(c)tendering by attestation Shares you already own that on the day prior to the exercise date have a Fair

Market Value equal to the aggregate exercise price of the Shares being purchased under the Options;

(d)delivery of a properly executed exercise notice, together with irrevocable instructions to a brokerage

firm designated or approved by the Company to deliver promptly to the Company the aggregate

amount of sale proceeds to pay the exercise price and any Tax Withholding Obligations that may

arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve

Board; or

(e)any other method as the Committee may permit in its sole discretion.

It is your responsibility to be aware of your Options’ expiration date so that you may consider

whether or not to exercise the Options before they expire. Notwithstanding the foregoing, if on the

Options’ expiration date the closing price of a Share exceeds the Exercise Price, you have not exercised

the Options and the Options have not expired, you will be deemed to have exercised the Options on such

day with payment made by withholding from the Shares otherwise issuable in connection with the

exercise of the Options. In such event, the Company shall deliver to you a Share for each Option deemed

exercised, less the number of Shares required to be withheld for the payment of the total purchase price

and required withholding taxes. For the avoidance of doubt, this provision shall not apply to any Options

that expire and immediately become unexercisable pursuant to Section 4(c).

6.Responsibility for Tax Withholding Obligations and Other Obligations. You acknowledge that,

regardless of any action the Company or, if different, the Related Company that employs you (the

“Employer”) takes with respect to any Tax Withholding Obligations and/or any Other Obligations, the

ultimate liability for all such obligations is and remains your responsibility and may exceed the amount, if

any, actually withheld by the Company or your Employer. You further acknowledge that the Company and

your Employer (i) make no representations or undertakings regarding the treatment of any Tax

Withholding Obligations or Other Obligations in connection with any aspect of the Options, including the

grant of the Options, the vesting or exercise of the Options, the delivery of Shares, the subsequent sale of

any Shares acquired upon exercise, and the receipt of any dividends; and (ii) do not commit to and are

under no obligation to structure the terms of the Options or any aspect of the Options to reduce or

eliminate your liability for Tax Withholding Obligations or Other Obligations or achieve any particular tax

result. Further, if you are or become subject to tax in more than one jurisdiction, you acknowledge that the

Company or your Employer may withhold or account for Tax Withholding Obligations in more than one

jurisdiction. You authorize the Company, your Employer, or their agents, at their discretion and pursuant to

such procedures as they may specify from time to time, to satisfy any Tax Withholding Obligations and/or

Other Obligations by requiring you to do one or a combination of the following:

(a)pay cash to the Company or your Employer,

(b)have the Company or your Employer withhold an amount from any cash amounts otherwise due or to

become due from the Company or your Employer to you

(c)have the Company or your Employer withhold a number of Shares that would otherwise be issued to

you having a Fair Market Value equal to the Tax Withholding Obligations and/or Other Obligations,

(d)tender by attestation Shares you already own that on the day prior to the exercise date have a Fair

Market Value equal to the Tax Withholding Obligations and/or Other Obligations, or

(e)sell a number of Shares issued to you upon exercise of the Options having a Fair Market Value equal

to the Tax Withholding Obligations and remit the proceeds from such mandatory sale to the Company

or your Employer.

Depending on the withholding or payment method, the Company, your Employer, or their agents, as

applicable, may withhold or account for Tax Withholding Obligations by considering applicable statutory

withholding rates, but such withholding shall not exceed an amount of withholding based on the maximum

statutory rates in your applicable tax jurisdiction(s) (unless a lesser amount of withholding is required to

avoid the classification of these Options as a liability on the Company’s consolidated balance sheet or

other adverse accounting treatment).

7.Transferability. The Options are not transferable except by will or by laws of descent and distribution and

during your lifetime the Options may be exercised only by you, your guardian or your legal representative.

The Plan permits exercise of the Options by the personal representative of your estate or the beneficiary

thereof following your death. The Options may not be exercised for less than a reasonable number of

Shares at any one time, as determined by the Compensation Committee. You may designate a

beneficiary who may exercise the Options after your death. To be valid, a beneficiary designation with

respect to your Options must be properly submitted through the Stock Plan Administrator in accordance

with the Stock Plan Administrator’s procedures. The current Stock Plan Administrator is Fidelity Stock

Plan Services, LLC and certain of its affiliated entities.

8.Clawback and Forfeiture Policy.

(a)These Options and any gross proceeds resulting from the vesting or exercise of these Options are

subject to the Clawback Policy adopted by the Company’s Board of Directors, as amended from time

to time (the “Policy”). The Policy provides (among other things) that Options may be subject to

clawback and forfeiture (meaning that the Options or proceeds thereof must be promptly returned to

the Company if already exercised, or that you will lose your entitlement to Options if they have not yet

been exercised) in the discretion of the Committee, if the Committee determines that you have (i)

violated, or engaged in negligent conduct in connection with the supervision of someone who

violated, any Company policy, law, or regulation that has compromised the safety of any of the

Company’s products or services and has, or reasonably could be expected to have, a material

adverse impact on the Company, the Company’s customers or the public; or (ii) engaged in fraud,

bribery, or illegal acts like fraud or bribery, or knowingly failed to report such acts of an employee over

whom you had direct supervisory responsibility. The Policy further contains provisions regarding the

recovery of certain “covered compensation” (as defined in the Policy) as required pursuant to New

York Stock Exchange listing standards and the Section 10D of the Securities Exchange Act of 1934,

as amended, and any rules, regulations, or listing standards issued to implement the foregoing from

time to time. In accepting these Options, you acknowledge that you have read the Policy, available at:

https://www.boeing.com/resources/boeingdotcom/principles/ethics_and_compliance/pdf/clawback-

policy.pdf, that you understand its applicability to you, and that you agree to comply with the terms

and conditions of the Policy as they may be applied to you.

(b)In addition, subject to applicable law, or except as may be otherwise provided in the State-Specific

Terms, these Options and any gross proceeds resulting from the vesting or exercise of these Options

are subject to clawback and forfeiture in the event you engage in any of the following conduct, as

determined by the Company or its delegate in its sole discretion, prior to the second anniversary of

the Vesting Date: you (i) plead or admit to, are convicted of, or are otherwise found guilty of a criminal

or indictable offense involving theft, fraud, embezzlement, or other similar unlawful acts against the

Company or against the Company’s interests; (ii) directly or indirectly engage in competition with any

aspect of Company business with which you were involved or about which you gained Company

proprietary or confidential information; (iii) induce or attempt to induce, directly or indirectly, any of the

Company’s employees, representatives or consultants to terminate, discontinue or cease working

with or for the Company, or to breach any contract with the Company, in order to work with or for, or

enter into a contract with, you or any third party; (iv) disparage or defame the Company or its products

or current or former employees, provided that this clause shall not be construed to prohibit any

individual from reporting, in good faith, suspected unlawful conduct in the workplace; or (v) take,

misappropriate, use or disclose Company proprietary or confidential information. Clawback can, if

possible and where permitted by local law, be made by deducting payments that will become due in

the future (including salary, bonuses, or share awards). Your acceptance of these Options shall

constitute your acknowledgement and recognition that your compliance with this Section is a

condition for your receipt of these Options. For purposes of this Section, the Company shall include

the Company and all Related Companies.