UTC Savings Restoration Plan



 Exhibit 10.31 
 UNITED TECHNOLOGIES CORPORATION 
 SAVINGS
RESTORATION PLAN 
 January 1, 2010 
 ARTICLE I - PREAMBLE 
 United Technologies Corporation (the “Corporation”)
hereby establishes the United Technologies Corporation Savings Restoration Plan (“SRP” or the “Plan”) effective January 1, 2010 for the benefit of eligible employees of the Corporation and certain subsidiaries and affiliates
of the Corporation (the “Employees”). The purpose of the SRP is to offer Employees the opportunity to defer a portion of their compensation in excess of the limitation imposed by Section 401(a)(17) of the Internal Revenue Code of
1986, as amended (the “IRS Compensation Limit”) and to accrue benefits which are not provided under the United Technologies Corporation Employee Savings Plan (the “Qualified Savings Plan”) due to limitations imposed by
Section 415 of the Internal Revenue Code or the IRS Compensation Limit. 
 The SRP shall constitute a “parallel excess
plan” within the meaning of the New York Stock Exchange listing requirements. All or substantially all Employees who participate in the Qualified Savings Plan whose annual pensionable earnings are in excess of the IRS Compensation Limit are
eligible to participate in the SRP under substantially similar terms and conditions as the Qualified Savings Plan, except for the elimination of specified limitations on contributions and benefits under the IRC. The SRP shall be administered and
construed to effectuate the foregoing intent. 
 ARTICLE II - DEFINITIONS 
 Unless otherwise indicated, capitalized terms herein shall have the same meaning ascribed under the Qualified Savings Plan. 
 Beneficiary means the person, persons or entity designated on an electronic or written form by the Participant to receive the value of his or
her Plan Accounts in the event of the Participant’s death in accordance with the terms of this Plan. If the Participant fails to designate a Beneficiary, or the Beneficiary (and any contingent Beneficiary) does not survive the Participant, the
value of the Participant’s Plan Accounts will be paid to the estate of the Participant. 
 Code means the Internal Revenue
Code of 1986, as amended from time to time, and any successor thereto. Reference to any section of the Internal Revenue Code shall include any final regulations or other applicable guidance. 
 Committee means the United Technologies Corporation Deferred Compensation Committee, which is responsible for the administration of the Plan.
The Corporation’s Pension Administration Committee shall appoint the Committee’s members. 
 Corporation means the United
Technologies Corporation. 
 Deferral Period means the period prior to the receipt of Eligible Compensation deferred hereunder.

 “Disability” means permanent and total disability as determined under the Corporation’s long-term disability plan
applicable to the Participant, or if there is no such plan applicable to the Participant, “Disability” means a determination of total disability by the Social Security Administration; provided that, in either case, the Participant’s
condition also qualifies as a “disability” for purposes of Section 409A(a)(2)(C) of the Code. 
 Election Form means
the enrollment form provided by the Committee to Participants electronically or in paper form for the purpose of deferring Eligible Compensation under the Plan. Each Participant’s Election Form must specify the percentage of Eligible
Compensation to be deferred with respect to the following calendar year; the percentage allocation among the Investment Funds with respect to the Participant Contribution Account; and if not previously elected for the Plan Accounts, the method of
distribution. 
 Eligible Compensation means Pensionable Earnings in excess of the IRS Compensation Limit for any Plan Year.

 Employee means an employee of the Corporation or of certain subsidiaries and affiliates of the Corporation, but excluding any
employee who is included in a different tax qualified savings plan or is not eligible to participate in the Qualified Savings Plan pursuant to the terms of a collective bargaining agreement between employee representatives and a UTC Company (a
“Represented Employee”) unless such employee representatives and the UTC Company agree that the Represented Employees in such unit shall be eligible to participate in the Plan. 









 Investment Fund means a hypothetical fund that tracks the value of an investment option offered
under the Qualified Savings Plan or the UTC Deferred Compensation Plan. Investment Funds offered under the SRP may be changed from time to time by the Committee and shall be valued in the manner set forth in Section 6.4. As of the effective
date of this Plan, Investment Funds will include: the Credited Interest Fund as offered under the UTC Deferred Compensation Plan, and the following investment options offered under the Qualified Savings Plan: the Vanguard 500 Index Fund; the UTC
Stock Unit Fund; Global Index Fund, US Value Index Fund; US Growth Index Fund; US Midcap Index Fund; US Small Company Index Fund; and International Equity Fund; or such other investment options as may be established or changed by the Committee from
time to time. The value of Participants’ Accounts shall be adjusted to replicate the performance of the applicable Investment Funds. Amounts credited to any Investment Fund do not result in the investment in actual assets corresponding to the
Investment Fund. 
 IRS Compensation Limit means the limitation imposed by Section 401(a)(17) of the Internal Revenue Code of
1986, as amended. 
 Participant means an eligible Employee who is a participant in the Qualified Savings Plan, whose annual
Pensionable Earnings are in excess of the limit of IRC Section 401(a)(17) or whose Corporation matching contribution is otherwise limited by the Code, and who elects to defer Eligible Compensation under the Plan. 
 Participant Contribution Account means a Plan Account maintained on behalf of a Participant who defers Eligible Compensation under this Plan.

 Pensionable Earnings means the total compensation paid with respect to a Plan Year by a UTC Company to a Participant for
services rendered to a UTC Company, before any Tax-Deferred Contribution Election or any election under Section 125 of the Code, including performance related awards, but excluding: other awards; foreign service premiums and allowances;
long-term incentive compensation; stock option benefits; reimbursements or other payments related to relocation expenses; contributions to employee benefit plans including reimbursements or payments in lieu thereof, amounts credited to a Participant
under a non-qualified deferred compensation plan; severance pay; and pay in lieu of vacation. 
 Performance-based Compensation
means performance-based compensation as defined in Treas. Reg. §1.409A–1(e)). 
 Plan means the United Technologies
Corporation Savings Restoration Plan, as amended from time to time. 
 Plan Accounts means the Participant Contribution Account and
the UTC Contribution Account maintained on behalf of a Participant. 
 Plan Year means the calendar year. 
 Separation from Service means a Participant’s termination of employment with all UTC Companies, other than by reason of death. A
Separation from Service will be deemed to occur where the Participant and the UTC Company that employs the Participant reasonably anticipate that the bona fide level of services the Participant will perform (whether as an employee or as an
independent contractor) for UTC Companies will be permanently reduced to a level that is less than thirty-seven and a half percent (37.5%) of the average level of bona fide services the Participant performed during the immediately preceding 36
months (or the entire period the Participant has provided services if the Participant has been providing services to the UTC Companies for less than 36 months). A Participant shall not be considered to have had a Separation from Service as a result
of a transfer from one UTC Company to another UTC Company. 
 Specified Employee means each of the fifty
(50) highest-paid officers and other executives of the Corporation and its Subsidiaries, effective annually as of April 1st, based on wages subject to federal income tax withholding, and amounts that are excluded from taxable income by the
employee’s election to make pre-tax contributions under a cafeteria plan, section 401(k) plan, or similar plan, determined for the preceding calendar year as provided in Treas. Reg. § 1.415(c)-2(d)(3). The term includes both U.S.
and non-U.S. employees, and the compensation used to determine whether an employee is among the fifty (50) highest-paid officers and other executives shall be determined by treating non-U.S. compensation as if it had been earned in the U.S. by
a U.S. citizen. 
 UTC Common Stock means the common stock of United Technologies Corporation. 
 UTC Company means United Technologies Corporation or any entity controlled by or under common control with United Technologies Corporation
within the meaning of Section 414(b) or (c) of the Code (but substituting “at least 20 percent” for “at least 80 percent” as the control threshold used in applying Sections 414(b) and (c)). 
  

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 UTC Contribution means the amount credited to a Participant’s UTC Contribution Account in
accordance with the formula set forth in Article V. 
 UTC Contribution Account means a Plan Account maintained on behalf of a
Participant for the purpose of crediting UTC Contributions. 
 ARTICLE III - ELIGIBILITY AND PARTICIPATION 
 Section 3.1 - Eligibility 
  

	 	(a)	Eligibility to Make Employee Contributions. Employees who are participants in the Qualified Savings Plan shall be eligible to participate in the SRP if and to the extent such
Employee’s annual Pensionable Earnings are in excess of the limit of IRC Section 401(a)(17). 

  

	 	(b)	Eligibility for UTC Contributions. An Employee who is eligible to participate in the SRP and has completed one year of “Continuous Service” (as defined in the UTC
Employee Retirement Plan as in effect on January 1, 2008) shall be eligible to receive UTC Contributions in accordance with Article V of the Plan. 

 Section 3.2 - Participation 
 With respect to any calendar year for which the Committee
offers the opportunity to defer Eligible Compensation, each eligible Participant may elect to participate in the Plan by timely filing with the Committee an Election Form, properly completed in accordance with Section 4.1. Participation in the
Plan is entirely voluntary. 
 ARTICLE IV - PARTICIPANT ELECTIONS AND DESIGNATIONS 
 Section 4.1 - Election 
 An
eligible Participant may, on or before the election deadline established by the Committee, make an electronic or written election on the Election Form provided by the Committee to defer Eligible Compensation for the immediately following calendar
year. 
 Section 4.2 - Election Amount 
 An eligible Participant must designate in the Election Form the percentage of Eligible Compensation that will be deferred under the Plan, in a whole percentage between one and six percent. 
 Section 4.3 - Election Date 
 To defer Eligible Compensation under the Plan, an electronic or written Election Form must be completed and submitted to the Committee no later than the December 31 immediately preceding the calendar year to
which the election applies, or such earlier date as the Committee may specify. To the extent an election is made to defer Eligible Compensation that includes an incentive compensation payment that qualifies as Performance-based Compensation as
defined in Treas. Reg. §1.409A–1(e)), with respect to services to be performed in the current calendar year and otherwise payable in the immediately following calendar year, such election must be submitted to the Committee no later than
the June 30 of the current calendar year, or such earlier date as the Committee may specify. In all other cases, the deferral election must be submitted by December 31 preceding the calendar year in which the Eligible Compensation is
earned or such earlier date as the Committee may specify. 
 A deferral election shall be effective only if the individual making the
election is still an eligible Participant at the election deadline. Except as provided below in Section 4.6 (Change in Election), the choices reflected on the Participant’s Election Form shall be irrevocable on the election deadline. An
eligible Employee must timely submit an election by the election deadline to be eligible to participate in the Plan. Once an election is made to defer Eligible Compensation, the election will be deemed an evergreen election and will be applied to
future Plan years, unless the election is revised or cancelled during a subsequent annual enrollment period. 
 Section 4.4 -
Distribution Election 
 At the time the Participant first elects to defer Eligible Compensation under this Plan, the Participant must
at that time elect the method of distribution of the Participant’s Plan Accounts. Distribution options include a lump sum or two to fifteen annual installments. If no distribution election is made with respect to a Participant’s Plan
Accounts, the distribution will be in a lump sum. 
  

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 Section 4.5 - Investment Fund Allocations 
 When completing the Election Form, the Participant must allocate the amount to be deferred, in whole percentages, among the available Investment Funds.
To the extent that the Participant fails to make an effective allocation among the available Investment Funds, the deferral shall be allocated entirely to the Credited Interest Fund. 
 Participants may reallocate their existing Plan Accounts among the available Investment Funds as permitted by the Committee, generally twice per year
in June and November. Such reallocations shall be in whole percentages and, unless otherwise specified by the Committee, shall be effective the first business day of July or the first business of day of January, as applicable. 
 Section 4.6 - Change in Election 
 A Participant may make a one-time irrevocable election to change the form of distribution for the Plan Accounts. A change to the form of distribution must meet all of the following requirements: 
  

	 	(a)	The new election must be made at least twelve months prior to the date on which payments will commence under the current election and/or date of termination following attainment
of age 50 (and the new election shall be ineffective if the payment commencement date under the current election occurs within twelve months after the date of the new election); 

  

	 	(b)	The new election will not take effect until at least twelve months after the date when the new election is submitted in a manner acceptable to the Committee; and


  

	 	(c)	The new payment commencement date must be five years later than the date on which payments would commence under the current election. 

 Section 4.7 - Investment Fund Allocation at Separation from Service 
 Notwithstanding Section 5.3 (Form of Contribution), at Separation from Service, a Participant may reallocate his or her existing Plan Accounts to
the Credited Interest Fund as permitted by the Committee, with respect to the period of time following the Separation from Service date and prior to the actual distribution date provided under Article VII. 
 Section 4.8 - Designation of Beneficiary 
 Each Participant shall designate a Beneficiary for his or her Plan Account on an electronic or written form provided by the Committee. A Participant may change such designation on an electronic or written form
acceptable to the Committee and will be effective on the date received by the Committee. Designations received after the date of the Participant’s death will not be effective. In the event that no Beneficiary designation is filed with the
Committee before the Participant’s death, or if the Beneficiary (and any contingent Beneficiary) does not survive the Participant, the value of all Plan Accounts hereunder will be paid to the estate of the Participant. If a Participant
designates the Participant’s spouse as the Participant’s Beneficiary, that designation shall not be revoked or otherwise altered or affected by any: (a) change in the marital status of the Participant; (b) agreement between the
Participant and such spouse; or (c) judicial decree (such as a divorce decree) affecting any rights that the Participant and such spouse might have as a result of their marriage, separation, or divorce; it being the intent of the Plan that any
change in the designation of a Beneficiary hereunder may be made by the Participant only in accordance with the procedures set forth in this Section 4.8. In the event of the death of a Participant, distributions shall be made in accordance with
Section 7.6. 
 ARTICLE V - UTC CONTRIBUTIONS 
 Section 5.1 - Contribution Amount 
 The Corporation will credit a sixty percent
(60%) matching contribution to the Plan on up to six percent (6%) of each Participant’s Eligible Compensation deferred under the Plan. 
 Section 5.2 - Eligibility for Contribution 
 No Participant shall receive an allocation of
UTC Contributions until such Participant has met the participation requirements of Section 3.1(b) of the Plan. 
  

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 Section 5.3 - Form of Contribution  
 The UTC Contribution shall be provided in the form of hypothetical shares or units of UTC Common Stock. Participants may not exchange amounts credited
to their UTC Contribution Account to other investment options. In no event shall the UTC Contribution to any Participant’s UTC Contribution Accounts for any calendar year exceed 25% of annual earnings for such calendar year. 
 Section 5.4 - Timing of Contribution  
 Allocation of UTC Contributions and Participant deferrals shall generally be made to each Participant’s UTC Contribution Account on or immediately following each pay period, but no less frequently than once
with respect to each Plan Year. The Corporation may in its sole discretion credit additional amounts to Participants’ UTC Contribution Accounts. 
 Section 5.5 - Vesting of Contributions  
 A Participant is always 100% vested in his or her
deferrals into the Plan and associated earnings. A Participant shall be vested in the value of UTC Contributions credited to his or her Plan Account upon the first to occur of the following: participation in the Plan for two years; completion of
three years of “Continuous Service” (as defined in the UTC Employee Retirement Plan as in effect on January 1, 2008), attainment of age 65, the death or disability of the Participant while employed by a UTC Company, the layoff of a
Participant from a UTC Company due to lack of work, or the Participant’s entrance into the military service before completing two years of Plan participation. For purposes of this Section 5.5, a Participant’s date of disability shall
be the first day of the fifth month (or such other month as may from time to time be applicable under the federal Social Security Act) prior to the month for which a Participant first receives a disability benefit under the Social Security Act.

 ARTICLE VI - PLAN ACCOUNTS 
 Section 6.1 - Accounts 
 A Participant Contribution Account and a UTC Contribution Account will be established for
each Participant. 
  

	 	(a)	Participant Contribution Accounts. Participant Contribution Accounts shall be allocated or reallocated among Investment Funds in accordance with the Plan terms and each
Participant’s instructions in the manner set forth in Section 4.5. Participant Contribution Accounts shall be credited with hypothetical investment fund shares or units on the applicable pay date on which Eligible Compensation would
otherwise have been paid. Participant Contribution Accounts will be credited daily with investment earnings and losses, including dividends and capital gains, where applicable, in accordance with the Plan terms and a Participant’s investment
elections. 

  

	 	(b)	UTC Contribution Accounts. UTC Contribution Accounts shall be credited with hypothetical shares or units of UTC Common Stock (“UTC Deferred Stock Units”), in the manner
set forth in Article V. UTC Deferred Stock Units may not be exchanged for any other Investment Funds . UTC Contribution Accounts will be credited daily with investment earnings and losses, including dividends, associated with UTC Common Stock.


 Section 6.2 - Valuation of Credited Interest Fund 
 Deferred amounts allocated to the Credited Interest Fund will be credited daily with a rate of interest equal to the average interest rate on 10-Year
Treasury Bonds as of the last business day of each month from January through October in the calendar year prior to the calendar year in which the interest is credited, plus 1%. The Credited Interest rate shall in no event exceed 120% of the
applicable federal rate as published by the IRS. 
 Section 6.3 - Valuation of UTC Stock Unit Fund 
 Deferred compensation allocated to the UTC Stock Unit Fund will be converted to UTC Deferred Stock Units, including fractional Stock Units. A UTC
Deferred Stock Unit is equal to the closing price of one share of UTC Common Stock as reported on the composite tape of the New York Stock Exchange. The number of UTC Deferred Stock Units will be calculated by dividing the amount of Eligible
Compensation deferred by the closing price of UTC Common Stock on the date when the deferred amount is credited to the Participant’s UTC Stock Unit Fund. UTC Deferred Stock Units will be credited with dividend equivalent payments equal to the
Corporation’s declared dividend on UTC Common Stock (if any). Such dividend equivalent payments will be converted to additional UTC Deferred Stock Units and fractional units using the closing price of UTC Common Stock as of the date such
dividends are credited to the Participant’s UTC Stock Unit Fund. 
  

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 Section 6.4 - Valuation of Investment Funds 
 Deferred compensation allocated to Investment Funds will be converted to the applicable Investment Fund units based on the closing share price of that
Investment Fund as of date the deferred amount is credited to the Participant’s applicable Investment Fund. The value of the units of an Investment Fund will fluctuate on each business day based on the performance of the applicable Investment
Fund. 
 Section 6.5 - Allocation to Accounts 
 During the year of deferral, deferred amounts will be allocated to the Participant’s Participant Contribution Account and Investment Funds as of the date the deferred amounts would otherwise have been paid to
the Participant. 
 Section 6.6 - Reports to Participants 
 The Committee will provide or make available detailed information to Participants regarding the credited value of Plan Accounts, distribution
elections, Beneficiary designations, and Investment Fund allocations, not less than once per year. Such information may be provided via electronic media as determined by the Committee. 
 ARTICLE VII - DISTRIBUTION OF ACCOUNTS 
 Section 7.1 - Timing of Plan
Distributions 
 Except as provided in Section 4.6 (concerning the five-year delay following a Change in Election),
Section 7.4 (concerning Separation from Service before Attaining Age Fifty), and Section 7.5 (concerning distributions to Specified Employees), the value of a Participant’s Plan Accounts will be distributed (or begin to be
distributed) to the Participant in April of the calendar year following the calendar year of the Participant’s Separation from Service. 
 Section 7.2 - Method of Distribution 
 Except as provided in Section 7.4 (concerning Separation from Service
before Attaining Age Fifty), Plan Accounts will be distributed to the Participant in a single lump-sum payment, or in a series of annual installment payments, in accordance with the Participant’s election on file. Annual installment
distributions shall be payable to the Participant beginning as of the payment commencement date and continuing as of each anniversary of the payment commencement date thereafter until all installments have been paid. To determine the amount of each
installment, the value of the Participant’s Plan Accounts on the payment date will be multiplied by a fraction, the numerator of which is one and the denominator of which is the remaining number of scheduled installments. 
 Section 7.3 - Form of Distribution 
 Participant Contribution Account distributions will be made in cash and UTC Contribution Account distributions will be made in UTC Common Stock. 
 Section 7.4 - Separation from Service before Attaining Age Fifty 
 If a Participant’s
Separation from Service occurs before the Participant attains age fifty (50), the full value of the Participant’s Plan Accounts will be distributed to the Participant in a lump-sum payment in April of the calendar year following the calendar
year of the Participant’s Separation from Service (or, if the Participant is a Specified Employee at the time of his or her Separation from Service, on the date provided in Section 7.5, below, if later) regardless of the distribution
option elected and regardless of any change in the distribution election. 
 If a Participant is re-employed following a Separation from
Service, the Participant’s age at the time of the Participant’s first Separation from Service will determine how the Participant’s Plan Accounts at the time of the first Separation from Service are distributed. If the Participant
accumulates any additional deferrals after the Participant is re-hired, the Plan shall separately account for the additional deferrals (and related investment gains or losses), and the Participant’s age at the time of the Participant’s
second Separation from Service will determine how the additional amounts are distributed. 
 Section 7.5 - Separation from Service
of Specified Employees 
 Distributions to Specified Employees will not be made or commence earlier than the first day of the seventh
month following the date of Separation from Service. All Plan Accounts shall continue to accrue hypothetical investment gains and losses as provided in Article VI until the distribution date. 
  

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 Section 7.6 - Distribution in the Event of Death 
 In the event of the death of a Participant before the Participant’s Plan Account has been fully distributed, the full remaining value of the
Participant’s Plan Accounts will be distributed to the designated Beneficiary or the Participant’s estate in a lump sum on the first business day of the third month following the Participant’s death. 
 Section 7.7 - Accelerated Distribution in the Case of an Unforeseeable Emergency 
  

	 	(a)	Unforeseeable Emergency. The Committee may, upon a Participant’s written application, agree to an accelerated distribution of some or all of the value of a
Participant’s Plan Accounts upon the occurrence of an unforeseeable emergency. An “unforeseeable emergency” is a severe financial hardship to the Participant resulting from (1) an illness or accident of the Participant, the
Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in IRC Section 152, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)); (2) loss of the Participant’s
property due to casualty; or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant is faced with an unforeseeable emergency permitting a
distribution is to be determined based on the relevant facts and circumstances of each case. Acceleration will not be granted if the emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of
the Participant’s assets (to the extent the liquidation of such assets would not cause severe financial hardship), or by cessation of deferrals under the Plan. 

  

	 	(b)	Amount of Distribution Permitted Upon an Unforeseeable Emergency. Distributions on account of an unforeseeable emergency, as defined in Section 7.7(a), shall be limited to
the amount reasonably necessary to satisfy the emergency need. Such amount may include amounts necessary to pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution.


  

	 	(c)	The Committee will determine from which Investment Funds hardship distributions will be made. Any Participant who is an officer or director of the Corporation within the meaning
of Section 16 of the Securities Exchange Act of 1934 is not eligible for distributions on account of unforeseeable emergency. 

 Section 7.8 - Disability 
 In the event of the Disability of a Participant that qualifies as a “Separation from
Service” for purposes of Section 409A of the Code, the Participant’s Plan Accounts will be distributed in accordance with the Participant’s elections on file. 
 Section 7.9 - Administrative Adjustments in Payment Date 
 A payment is treated as being made on the date when it is due under the Plan if the payment is made on the due date specified by the Plan, or on a later date that is either (a) in the same calendar year (for a
payment whose specified due date is on or before September 30), or (b) by the 15th day of the third calendar month following the date specified by the Plan (for a payment whose specified due date is on or after October 1). A payment
also is treated as being made on the date when it is due under the Plan if the payment is made not more than 30 days before the due date specified by the Plan. In no event will a payment to a Specified Employee be made or commence earlier than the
first day of the seventh month following the date of Separation from Service. A Participant may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this Section 7.9. 

ARTICLE VIII - AMENDMENT AND TERMINATION OF PLAN 
 Section 8.1 - Amendment 
 The Corporation may, at any time, amend the Plan in whole or in
part, provided that no amendment may decrease the value of any Plan Accounts as of the date of such amendment. In the event of any change in law or regulation relating to the Plan and the tax treatment of Plan Accounts, the Plan shall, without
further action by the Committee, be deemed to be amended to comply with any such change in law or regulation effective as of the first date necessary to prevent the taxation, constructive receipt or deemed distribution of Plan Accounts prior to the
date Plan Accounts would be distributed under the provisions of Article VII. 
  

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 Section 8.2 - Plan Suspension and Termination 
  

	 	(a)	The Corporation’s Pension Administration Committee, may, at any time, suspend or terminate the Plan with respect to new or existing Election Forms if, in its sole judgment,
the continuance of the Plan, the tax, accounting, or other effects thereof, or potential payments thereunder would not be in the best interest of the Corporation or for any other reason. 

  

	 	(b)	In the event of the suspension of the Plan, no additional deferrals or UTC Contributions shall be made under the Plan. All previous deferrals and UTC Contributions shall
accumulate and be distributed in accordance with the otherwise applicable provisions of the Plan and the applicable elections on file. 

  

	 	(c)	Upon the termination of the Plan with respect to all Participants, and the termination of all arrangements sponsored by the Corporation or its affiliates that would be aggregated
with the Plan under Section 409A of the Code (“Section 409A”), the Corporation shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay the Participant’s Plan Accounts in a
lump sum, to the extent permitted under Section 409A. All payments that may be made pursuant to this Section 8.2(c) shall be made no earlier than the thirteenth month and no later than the twenty-fourth month after the termination of the Plan.
The Corporation may not accelerate payments pursuant to this Section 8.2(c) if the termination of the Plan is proximate to a downturn in the Corporation’s financial health within the meaning of Treas. Reg. section 1.409A-3(j)(4)(ix)(C)(1).
If the Corporation exercises its discretion to accelerate payments under this Section 8.2(c), it shall not adopt any new arrangement that would have been aggregated with the Plan under Section 409A within three years following the date of
the Plan’s termination. 

 Section 8.3 - No Consent Required 
 The consent of any Participant, Beneficiary, or other person shall not be required with respect to any amendment, suspension, or termination of the
Plan. 
 ARTICLE IX - GENERAL PROVISIONS 
 Section 9.1 - Unsecured General Creditor 
 The Corporation’s obligations under the
Plan constitute an unfunded and unsecured promise to pay money or deliver shares in the future. Participants’ and Beneficiaries’ rights under the Plan are solely those of a general unsecured creditor of the Corporation. No assets will be
placed in trust, set aside or otherwise segregated to fund or offset liabilities in respect of the Plan or Participants’ Plan Accounts. 
 Section 9.2 - Nonassignability 
 No Participant or Beneficiary or any other person shall have the right to sell,
assign, transfer, pledge, or otherwise encumber any interest in the Plan. All Plan Accounts and the rights to all payments are unassignable and non-transferable. Plan Accounts or payment hereunder, prior to actual payment, will not be subject to
attachment or seizure for the payment of any debts, judgments or other obligations. Plan Accounts or other Plan benefit will not be transferred by operation of law in the event of a Participant’s or any Beneficiary’s bankruptcy or
insolvency. 
 Section 9.3 - No Contract of Employment 
 Participation in the Plan shall not be construed to constitute a direct or indirect contract of employment between any UTC Company and any Participant.
Participants and Beneficiaries will have no rights against any UTC Company resulting from participation in the Plan other than as specifically provided herein. Nothing in the Plan shall be deemed to give a Participant the right to be retained in the
service of any UTC Company for any length of time or to interfere with the right of any UTC Company to terminate a Participant’s employment prior to the end of any Deferral Period. 
 Section 9.4 - Governing Law 
 The provisions of the Plan will be construed and interpreted according to the laws of the State of Connecticut, to the extent not preempted by federal law. 
 Section 9.5 - Validity 
 If any provision of the Plan is held to be illegal or invalid for
any reason, the remaining provisions of the Plan will be construed and enforced as if such illegal and invalid provision had never been inserted herein. 
  

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 Section 9.6 - Notice 
 Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if sent by first-class mail, to the United
Technologies Corporation Deferred Compensation Committee, 1 Financial Plaza, Hartford, Connecticut 06101, Attn: Director, Compensation, MS-504. Any notice or filing required or permitted to be given to any Participant or Beneficiary under the Plan
shall be sufficient if provided either electronically, hand-delivered, or mailed to the address (or email address, as the case may be) of the Participant or Beneficiary then listed on the records of the Corporation. Any such notice will be deemed
given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or email system. 
 Section 9.7 - Successors 
 The provisions of the Plan shall bind and inure to the benefit of the Corporation and its
successors and assigns. The term successors as used herein shall include any corporate or other business entity, which by merger, consolidation, purchase or otherwise acquires all or substantially all of the business and assets of the Corporation,
and successors of any such corporation or other business entity. 
 Section 9.8 - Incompetence 
 If the Committee determines, upon evidence satisfactory to the Committee, that any Participant or Beneficiary to whom a benefit is payable under the
Plan is unable to care for his or her affairs because of illness or accident, any payment due (unless prior claim therefore shall have been made by a duly authorized guardian or other legal representative) may be paid, upon appropriate
indemnification of the Committee and the Corporation, to the spouse of the Participant or other person deemed by the Committee to have incurred expenses for the benefit of and on behalf of such Participant or Beneficiary. Any such payment from a
Participant’s Plan Accounts shall be a complete discharge of any liability under the Plan with respect to the amount so paid. 
 Section 9.9 - Section 409A Compliance 
 To the extent that rights or payments under this Plan are subject to
Section 409A of the Internal Revenue Code, the Plan shall be construed and administered in compliance with the conditions of Section 409A and regulations and other guidance issued pursuant to Section 409A for deferral of income
taxation until the time the compensation is paid. Any distribution election that would not comply with Section 409A of the Code shall not be effective for purposes of this Plan. To the extent that a provision of this Plan does not comply with
Section 409A of the Code, such provision shall be void and without effect. The Corporation does not warrant that the Plan will comply with Section 409A of the Code with respect to any Participant or with respect to any payment. In no event
shall any UTC Company; any director, officer, or employee of a UTC Company (other than the Participant); or any member of the Committee be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of
the Plan’s failure to satisfy the requirements of Section 409A of the Code, or as a result of the Plan’s failure to satisfy any other requirements of applicable tax laws. 
 Section 9.10 - Withholding Taxes 
 The Committee may make any appropriate arrangements to deduct from all deferrals, Contributions, vested Plan Accounts, and distributions under the Plan any taxes that the Committee reasonably determines to be required by law to be withheld
from such credits and payments. 
 ARTICLE X - ADMINISTRATION AND CLAIMS 
 Section 10.1 - Plan Administration 
 The Committee shall be solely responsible for the administration and operation of the Plan. The Committee shall have full and exclusive authority and discretion to interpret the provisions of the Plan and to establish such administrative
procedures as it deems necessary and appropriate to carry out the purposes of the Plan. 
 Any person claiming a benefit, requesting an
interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee at United Technologies Corporation, 1 Financial Plaza, Hartford, Connecticut 06101, Attn: Deferred Compensation
Committee. The Committee shall respond in writing as soon as practicable. 
  

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 Section 10.2 - Claim Procedures 
 A Participant or Beneficiary who believes that he or she has been denied a benefit to which he or she is entitled under the Plan (referred to in this
Section 10.2 as a “Claimant”) may file a written request with the Committee setting forth the claim. The Committee shall consider and resolve the claim as set forth below. 
  

	 	(a)	Upon receipt of a claim, the Committee shall advise the Claimant that a response will be forthcoming within 90 days. The Committee may, however, extend the response period for up
to an additional 90 days for reasonable cause, and shall notify the Claimant of the reason for the extension and the expected response date. The Committee shall respond to the claim within the specified period. 

  

	 	(b)	If the claim is denied in whole or part, the Committee shall provide the Claimant with a written decision, using language calculated to be understood by the Claimant, setting
forth (1) the specific reason or reasons for such denial; (2) the specific reference to relevant provisions of this Plan on which such denial is based; (3) a description of any additional material or information necessary for the
Claimant to perfect his or her claim and an explanation why such material or such information is necessary; (4) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; (5) the time limits
for requesting a review of the claim; and (6) the Claimant’s right to bring an action for benefits under Section 502(a) of ERISA. 

  

	 	(c)	Within 60 days after the Claimant’s receipt of the written decision denying the claim in whole or in part, the Claimant may request in writing that the Committee review the
determination. The Claimant or his or her duly authorized representative may, but need not, review the relevant documents and submit issues and comment in writing for consideration by the Committee. If the Claimant does not request a review of the
initial determination within such 60-day period, the Claimant shall be barred from challenging the determination. 

  

	 	(d)	Within 60 days after the Committee receives a request for review, it will review the initial determination. If special circumstances require that the 60-day time period be
extended, the Committee will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review. 

  

	 	(e)	All decisions on review shall be final and binding with respect to all concerned parties. The decision on review shall set forth, in a manner calculated to be understood by the
Claimant, (1) the specific reasons for the decision, including references to the relevant Plan provisions upon which the decision is based; (2) the Claimant’s right to receive, upon request and free of charge, reasonable access to and
copies of all documents, records, and other information, relevant to his or her benefits; and (3) the Claimant’s right to bring an action for benefits under Section 502(a) of ERISA. 

 CERTAIN REGULATORY MATTERS 
 The Plan is subject
to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Because the Plan is an unfunded plan maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or
highly compensated employees, the Plan is exempt from most of ERISA’s requirements. Although the Plan is subject to Part 1 (Reporting and Disclosure) and Part 5 (Administration and Enforcement) of Title I, Subtitle B of ERISA, the Department of
Labor has issued a regulation that exempts the Plan from most of ERISA’s reporting and disclosure requirements. 
 TO WHOM SHOULD QUESTIONS
CONCERNING THE PLAN BE DIRECTED? 
 All questions concerning the operation of the Plan (including information concerning the
administrators of the Plan) should be directed to: 
 Director, Compensation 
 United Technologies Corporation 
 1 Financial Plaza, MS 504 
 Hartford, Connecticut 06101 
 Telephone:
860-728-6381 
  

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