Management Change/Compensation Form 8 K

On June 30, 2024, the Board of Directors (the "Board") of General Electric Company, operating as GE Aerospace (the "Company"), approved a new employment agreement for H. Lawrence Culp, Jr., the Company's Chairman and Chief Executive Officer, to extend his employment through December 31, 2027, or such later date as mutually agreed by the parties up to and through December 31, 2028. Mr. Culp's prior employment agreement was set to terminate on August 17, 2024. In approving this new contract upon the recommendation of the Board's Management Development and Compensation Committee (the "MDCC"), the Board considered the best interests of shareholders, the significant value creation under Mr. Culp's leadership since he became Chairman and Chief Executive Officer in 2018 and the benefits of securing his continued leadership for the Company, among other factors.

Pursuant to the employment agreement, effective July 1, 2024, the Board approved the following compensation for Mr. Culp: (1) a base salary of $2,000,000 per year; (2) a target annual bonus opportunity at 200% of base salary; (3) beginning in 2025, an annual equity award with a grant date fair value of $15,250,000; and (4) a one-time equity performance award as described below. Mr. Culp's existing performance share grant, dated as of August 18, 2020, will become fully vested on August 17, 2024 having satisfied the performance and service conditions. The employment agreement includes restrictive covenants for 12 months following any termination of employment. The other terms of Mr. Culp's employment agreement are substantially similar to the terms of his prior employment agreement, as described in the Company's Definitive Proxy Statement for the 2024 Annual Shareholders Meeting.

The one-time equity performance award granted on July 1, 2024 is exclusively performance-based, in the form of performance stock units ("PSUs"). At target, the award represents 310,289 shares of common stock, with 0% to 150% of the target PSUs eligible to become earned based on the compound annual growth rate for adjusted earnings per share (EPS CAGR) over four fiscal years ending with, and subject to the satisfaction of service conditions through, December 31, 2027. The EPS CAGR performance target levels are aligned with the long-term operating profit guidance the Company provided for 2028 at the GE Aerospace Investor Day on March 7, 2024. The combination of this performance condition and service conditions is intended to promote the continued alignment of Mr. Culp's compensation during the term of the agreement with the Company's long-term value creation.

The terms of the employment agreement and performance award permit Mr. Culp to transition to the role of Executive Chairman upon mutual agreement with the Board for the final six months of the term. Upon a termination without cause or for good reason, or upon death or disability, Mr. Culp would be eligible to earn the performance award based on the greater of (x) target level and (y) actual performance determined at the end of the performance period. In the case of termination without cause or for good reason, or death or disability, prior to December 31, 2026, the amount of shares earned from the performance award would be prorated.

The foregoing description is qualified in its entirety by reference to the Employment Agreement and the form of Performance Stock Unit Grant Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.