Restricted Stock Award Schedule of Terms and Form of Award.



 Exhibit 10.1 
  
 United Technologies Corporation Long Term Incentive Plan 
  
 Restricted 
 Stock 
 Award 
  
 Schedule 
 of Terms

  
 United Technologies 
  









 RESTRICTED STOCK AWARD 
  

United Technologies Corporation (the “Corporation”) hereby awards certain restricted shares of United Technologies Corporation common stock, subject to the
terms set forth herein and the United Technologies Corporation Long Term Incentive Plan (the “LTI Plan”). The recipient of the Award (the “Recipient”), the number of shares awarded, the end of the restricted holding period (the
“Vesting Date”) and/or the date performance objectives relative to the Award must be achieved (the “Vesting Achievement Date”) are set forth in the Statement of Award issued to the Recipient (the “Statement of Award”).
This Award will become effective upon the Recipient’s signing and returning the appropriate portion of the Statement of Award to the Program Administrator—Stock Options. 
  
 RESTRICTION ON TRANSFERABILITY 
  
 The certificate for the restricted shares of common stock of the Corporation will set forth a restriction prohibiting the Recipient, as registered owner of the shares,
from assigning, selling or otherwise transferring any interest in the shares (the “Restriction”). The Restriction will be removed on either the “Vesting Date” or the “Vesting Achievement Date” (as such terms are defined
below), whichever is applicable, unless the restricted shares are forfeited earlier, as provided herein. 
  
 VESTING 
  
 The Recipient will be entitled
to sell or otherwise dispose of the shares at any time on or after the Vesting Date with respect to Awards contingent upon continued employment for a specified period of time following the Date of the Award, and/or, with respect to Awards contingent
upon achievement of specified performance objectives by a certain time, on or after the Vesting Achievement Date. Certain Awards may provide both a Vesting Date and the possibility of accelerated vesting if specified performance objectives are
achieved prior to such Vesting Date. In the alternative, vesting may be solely contingent upon achievement of performance objectives within a specified time period. If the Recipient’s employment with the Corporation is terminated prior to the
Vesting Date or Vesting Achievement Date (as applicable) or if performance objectives are not satisfied by the Vesting Achievement Date, the Recipient will forfeit the shares and will receive no value for such shares, except as provided for under
the caption “TERMINATION OF EMPLOYMENT” below. 
  
 SHAREHOLDER RIGHTS

  
 During the period of time that the Restriction remains in effect, the
Recipient shall be the record owner of the shares represented by a Restricted Stock Award and shall, unless forfeited prior to the Vesting Date or Vesting Achievement Date, be entitled to all rights of ownership with respect to the shares,
including, without limitation, the right to vote the shares and to receive any dividends therein except that the Recipient will not have the right to sell, transfer encumber, pledge or otherwise convey any interest in the shares. 
  
 TERMINATION OF EMPLOYMENT 
  
 In the event that the Recipient terminates employment prior to the Vesting Date or Vesting
Achievement Date, the Recipient’s rights in the Restricted Stock Award shall be forfeited immediately unless the Committee, in its sole discretion, acts to vest a Recipient in all, or a portion of a Restricted Stock Award. 
  
 NONASSIGNABILITY 
  
 During the period that the Restriction is in effect no assignment or transfer of any interest of the Recipient of any of the rights
represented by the Award, whether voluntary or involuntary, by operation or law or otherwise, shall be permitted except by will or the laws of descent and distribution. 
  
 ADJUSTMENTS 
  
 If the Corporation effects a subdivision or consolidation of shares of common stock or other capital readjustment, the payment of a stock dividend, or other increase or
reduction of the number of shares of outstanding common stock without receiving consideration therefore in money, services or property, the number of shares of common stock represented by Restricted Stock Award shall be adjusted in the same manner
and to the same extent as all other shares of common stock of the Corporation. 
  
 CHANGE OF CONTROL 
  
 In the event of a change of control or
restructuring of the Corporation, the Committee may, in its discretion, recommend that the Board of Directors take certain actions with respect to outstanding Awards to assure fair and equitable treatment of LTI Plan Participants. Such actions may
include: acceleration of the Vesting Date; offering to purchase an outstanding Award from the holder for its equivalent cash value (as determined by the Committee); or providing for other adjustments or modifications to outstanding Awards as the
Committee may deem appropriate. 
  

 2 








 For purposes of the Plan, a “change of control” means the acquisition of 20% of the Corporation’s
outstanding voting shares by a person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) of which such person is a member or a change in the majority of the Board of Directors such that, within any consecutive two-year
period, the members of the new majority are not approved by two-thirds of the members incumbent at the beginning of such two-year period. Members approved after such date by two-thirds of such incumbent directors shall be deemed to be incumbent as
of the beginning of such two-year period for purposes of this computation. A merger or consolidation of the Corporation with another company where the Corporation is not the surviving company, a sale of substantially all of the assets of the
Corporation, a dissolution or liquidation of the Corporation or other event or transaction having similar effect also constitutes a “change of control” for purposes of the Plan. 
  
 AWARDS NOT TO AFFECT OR BE AFFECTED BY CERTAIN TRANSACTIONS 
  
 Restricted Stock Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize (a) any
or all adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital structure or its business, (b) any merger or consolidation of the Corporation, (c) any issue of bonds, debentures, preferred or prior
preference stocks holding any priority or preference to, or otherwise affecting the common stock of the Corporation or the rights of holders of such common stock, (d) the dissolution or liquidation of the Corporation, (e) any sale or transfer of all
or any part of its assets or business, or (f) any other corporate act or proceeding. 
  
 Except as otherwise expressly provided in this Schedule of Terms, the issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, shall not affect and no adjustment by reason
thereof shall be made with respect to the number of outstanding shares subject to an Award hereunder. 
  
 NOTICES 
  
 Every notice or other
communication relating to the LTI Plan, any Restricted Stock Award or this Schedule of Terms shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such
party. Unless and until some other address has been so designated, all notices by the Recipient to the Corporation shall be mailed to or delivered to the Corporation at its office at United Technologies Building, MS507, Hartford, CT 06101,
Attention: Program Administrator – Stock Options, and all notices by the Corporation to the Recipient shall be given to the Recipient personally or be mailed to the Recipient at his address as shown on the records of the Corporation.

  
 ADMINISTRATION 
  
 Restricted Stock Awards granted pursuant to the LTI Plan shall be interpreted and
administered by the Committee on Compensation and Executive Development of the Corporation’s Board of Directors (the “Committee”). The Committee shall establish such procedures as it deems necessary and appropriate to administer
Restricted Stock Awards in a manner that is consistent with the terms of the LTI Plan. 
  
 Pursuant to the terms of the LTI Plan, the Committee may delegate to employees of the Corporation its authority and responsibility to grant, administer and interpret Restricted Stock Awards. Subject to certain limitations, the Committee has
delegated the authority to grant Restricted Stock Awards to the Chief Executive Officer, and has further delegated the authority to administer and interpret such awards to the Senior Vice President, Human Resources and Organization, and to such
subordinates as he may further delegate, except that Restricted Stock Awards to employees of the Corporation who are either reporting persons under Section 16 of the Securities Exchange Act of 1934 (“Insiders”) or members of the
Corporation’s Executive Leadership Group will be granted, administered, and interpreted exclusively by the Committee. 
  
 PAYMENT BY RECIPIENT 
  
 Except as provided under the caption “TAXES/WITHHOLDING” below, no payment shall be required of the Recipient at the time he receives a Restricted Stock Award or at the time the Restriction is removed.

  

 3 








 TAXES/WITHHOLDING 
  
 The Recipient shall be responsible for any income or other tax liability attributable to any Restricted Stock Award (including any dividends therein). The Committee shall
take such steps as are appropriate to assure compliance with applicable federal, state and local tax withholding requirements with respect to the grant of the Award or the removal of any Restriction. The Corporation shall, to the extent permitted by
law, have the right either to withhold directly from any payment or delivery of shares due the Recipient or from the Recipient’s regular compensation or shall require, as a condition of the removal of the Restriction, the payment by the
Recipient of all federal, state and local taxes of any kind required by law to be withheld with respect to any Award. 
  
 RIGHT OF DISCHARGE RESERVED 
  
 Nothing in this or any Award made pursuant thereto shall confer upon any Recipient the right to continue in the employment or service of the Corporation or any affiliate
thereof for any period of time or affect any right that the Corporation or any subsidiary or division may have to terminate the employment or service of such Recipient at any time for any reason. 
  
 NATURE OF PAYMENTS 
  
 All Awards made pursuant to the LTI Plan are in consideration of services performed for the Corporation or affiliate employing the
Recipient. Any gains realized pursuant to such Awards constitute a special incentive payment to the Recipient and shall not be taken into account as compensation for purposes of any of the employee benefit plans of the Corporation or any affiliate.

  
 INTERPRETATIONS 
  
 This Schedule of Terms and each Statement of Award are subject in all respects to the terms
of the LTI Plan. In the event that any provision of this Schedule of Terms or any Statement of Award is inconsistent with the terms of the LTI Plan, the terms of the LTI Plan shall govern. Any question of interpretation r administration arising
under this Schedule of Terms or any Statement of Award shall be determined by the Committee or its delegate, such determination to be final and conclusive upon all parties in interest. 
  
 GOVERNING LAW 
  
 The LTI Plan, this Schedule of Terms, and each Statement of Award shall be governed by and construed in accordance with the laws of the State of Connecticut. 

 
 The masculine pronoun, whenever used herein shall include the feminine, and words used in
the singular shall include the plural unless the context clearly indicates otherwise. 
  

 4 









			
	United Technologies	  	LONG TERM INCENTIVE PLAN AWARD
	 	  	Restricted Stock Award

  

					
	 	  	RESTRICTED STOCK
			
	 Date of Grant:
	  	Vesting Date: *	  	 
		
	          Vesting Achievement Date: *
	  	(Date by which performance objectives described in attachment must be achieved)
			
	 Shares Awarded:
	  	Value on Date of Grant	  	 
			
	 	  	 	  	The award shown in this statement is nontransferable and is subject to the terms and conditions of the United Technologies Long Term Incentive Plan.

  
 PLEASE SIGN AND DATE PORTION BELOW
THE PERFORATION AND RETURN IT IN ENVELOPE PROVIDED 
  

			
	United Technologies	  	LONG TERM INCENTIVE PLAN AWARD
	 	  	Restricted Stock Award

  

			
	 	  	RESTRICTED STOCK
		
	 Date of Grant:
	  	Vesting Date: *
		
	          Vesting Achievement Date: *
	  	(Date by which performance objectives described in attachment must be achieved)
		
	 Shares Awarded:
	  	Value on Date of Grant

  
 The award shown in this statement is
nontransferable and is subject to the terms and conditions of the United Technologies Long Term Incentive Plan. 
  
 Please sign this form and return it in the enclosed envelope to the: 
  
 PROGRAM ADMINISTRATOR—STOCK OPTIONS 
 UNITED TECHNOLOGIES CORPORATION 
 UNITED TECHNOLOGIES BUILDING, MS 504 
 HARTFORD, CONNECTICUT 06101 
  
 I acknowledge receipt of this Restricted Stock Award and the attached Schedule of Terms describing my Award. I accept this Award subject to such Schedule of Terms and the
United Technologies Long Term Incentive Plan. 
  

									
					
	 Signed
	 	 	 	 	 	 Date
	 	 

  

	*	Applicable vesting standard is marked. If both lines are marked with an “X”, vesting occurs on earlier of vesting date or achievement of performance objectives.


  

 5