PICKERING THOMAS R 4

4 · BOEING CO · Filed Mar 21, 2006

Form 4

Period: 2006-03-17

Sr. V.P. Int'l Relations

Transactions

Exercise/Conversion
Deferred Compensation Units
2006-03-17+8,006.23→ 123,998.33 total(indirect: Deferred Compensation Stock Program)
→ Common (8,006.23 underlying)
Award
Deferred Compensation Units
2006-03-17+2,001.56→ 125,999.89 total(indirect: Deferred Compensation Stock Program)
→ Common (2,001.56 underlying)
Exercise/Conversion
2004 Performance Shares
2006-03-17−7,976.92→ 21,129.59 total
Exp: 2009-02-23→ Common (7,976.92 underlying)

Footnotes (7)

[F1]Performance shares convert on 1 for 1 basis on vesting
[F2]Reflects deferral of phantom stock units by reporting person upon vesting of performance stock units. Units are calculated based upon the difference between the closing price and the fair market value on the date of the transaction.
[F3]2004 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $60.94, 30% at $65.30, 45% at $69.65, 60% at $74.00, 75% at $78.35, 90% at $82.71, 100% at $87.06, 110% at $91.41, 120% at $95.77, and 125% at $97.94.
[F4]Phantom stock units are convertible into common stock on a 1-for-1 basis.
[F5]Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.
[F6]Performance Share company match allocated to reporting person's performance share account under the deferred compensation plan.
[F7]This report includes an adjustment to the reporting person's indirect holdings to correct a reference of 4,426.28 units held directly on a prior report.

Documents

1 file