Form of Deferred Restricted Stock Unit Award



 Exhibit 10.16 
 UTC BOARD OF DIRECTORS 
 DEFERRED STOCK UNIT PLAN 
 Deferred Restricted Stock Unit Award 
 [INSERT NAME OF DIRECTOR] 
 Under the UTC Board of Directors Deferred Stock Unit Plan, each Non-Employee Director of the
Company receives, as of the date of election to the Board, a non-recurring award of deferred restricted stock units having a grant date value of $100,000, based on the closing price of UTC common stock on that date (the “Units”). This
award is intended to promote a closer identity of interests between Non-Employee Directors and shareowners by providing Non-Employee Directors with an equity-based interest in the Company’s future performance. 
 The Units are subject to a restriction on transferability and may not be sold, assigned, pledged or transferred while such restriction remains in effect. However,
once vested, you are the owner of such Units on the records of the Company. Your Unit balance will be credited with additional Units equivalent in value to the dividend paid on the corresponding number of shares of UTC Common Stock. The dividend
equivalent Units will vest immediately but will otherwise be subject to the same transfer restrictions applicable to the initial Units. 
 The Units will
vest in increments of 20 percent per year. The effective date of the grant of your Units will be             . The first 20 percent will vest on the date of UTC’s next Annual
Shareowner Meeting. An additional 20 percent will vest on the date of UTC’s Annual Meeting each succeeding year while you continue on the Board. At the time you retire or resign from the Board, your vested Units will be payable in cash in a
lump sum. You may, however, elect to receive the value of your vested units following retirement or resignation in 10 or 15 annual installments by checking one of the two boxes below: 
  

	 	 ̈	15 annual installments 

  

	 	 ̈	10 annual installments 

 If you make or alter such election after
you join the Board, you must do so at least one year prior to retiring or resigning from the Board, and your lump sum or installments will begin five years from the date the award would otherwise be scheduled for payment. 
 Any Units not vested as of the date you resign or retire from the Board will be forfeited without payment of any compensation to you. However, in the event of a
“change of control” or a “restructuring event” as defined by the United Technologies Corporation 2005 Long Term Incentive Plan, or upon your death or your resignation from the Board due to disability, or if you retire or resign
to accept full-time employment in public or charitable service, all Units that have not previously vested will immediately vest and be payable in cash. Please note, however, that the restriction on transferability continues in effect on vested Units
while you remain a Director of UTC. Accordingly, by your acceptance of the Units, you agree that your vested Units will not be transferred by you prior to your retirement or resignation as a Director of UTC. 







 Deferred Restricted Stock Unit Award 
 (Continued) 
 Recognition of Ordinary Income Under U.S. Tax Law 
 For federal income tax purposes, you will be required to include in your income the amount of any cash paid to you following your departure from the Board. Additional
Units credited as a result of dividend payments are likewise not included in your income until they are distributed to you. 
 The foregoing is only a
brief summary of the federal income tax consequences of the Units. You are urged to consult your tax advisor for advice regarding your individual circumstances. UTC will report and withhold such income as required by state, federal or other
applicable laws. 
 [Please confirm your agreement by faxing a signed and dated copy of this award statement to (860) 660-0250.]

  

	
	
	  

	Signature
	
	  

	Printed Name
	
	  

	Date


  

			
	Please Return to:	  	 Office of the Corporate Secretary
 United
Technologies Corporation
 Fax: (860) 660-0250


  

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