Form of Award Agreement


 Exhibit 10.1 
  
 Your 2006 Long Term Incentive Award 
 Performance. Results. Rewards. 
  
  
 Grant Date: 
  
  

 About This Statement 
  
 This personalized statement shows your 2006 Award under United Technologies Corporation’s Long
Term Incentive Plan (LTIP). On the reverse side of this statement, you will find highlights of how the LTIP works. The award shown in this statement is subject to the terms and conditions of the LTIP. 
  
  

 Your 2006 Long Term Incentive Plan Award 
  

			
	How the Award Is Distributed:	  	 n  Stock Appreciation Rights (SARs), and
 n  Performance Share Units (PSUs)


  

											
	 Type
	 	 Number of
 Units
	 	 Grant
 Price
	 	 Estimated
 Present Value
	 	 Vesting
 Date
	  	 Expiration
 Date

	 SARs
	 	 	 	 	 	 	 	 	  	 
	 PSUs*
	 	 	 	 	 	 	 	 	  	 
	 Total Estimated
Present Value:
	 	 	 	 	  	 

     *PSUs are subject to performance-based vesting criteria 
  

			
	Performance Targets:	  	 n  Three-Year EPS Compound Annual Growth Rate (CAGR)
 n  Relative TSR vs. S&P 500


  

													
	 PSU
 Performance
 Metrics†
	  	UTC Achievement	 	PSUs Vesting
	  	Threshold  	  	Target  	  	Maximum    	 	Threshold    	  	Target  	  	Maximum    
	 	 	 		 	 	 
	 EPS Growth
  
	  	 70%  
  
	  	 100%  
  
	  	 130%    
  
	 	 	  	 	  	 
	 Relative TSR
	  	37.5th  
percentile  	  	 50th  
 percentile  
	  	 75th    
 percentile    
	 	 	  	 	  	 

     †Measurement Period: January 1, 2006 through December 31, 2008 
  
  

 The Your Stock Awards Web Site

  
 Remember that you can view your UTC stock awards online at the Your Stock
Awards Web site. Through this Web site, you can obtain comprehensive information about the LTIP, including the Plan Document, Plan Prospectus, and the Schedules of Terms applicable to your award. There are also powerful modeling tools for all
your UTC stock awards. You can access the Your Stock Awards Web site as follows: 
  

							
	 If in the U.S. . . .
	  	 O
 R
	  	 	  	If
International . . .
	. . . Via the Intranet through Employee Self Service (ESS) on your business unit home
page.	  	  	  	. . . Via the Internet from any computer (you need a User ID and PIN) at
https://www.wealthviews.com/utc.

  
 
  
  

 What You Need to Do 
  
 Please sign and date the portion of this statement below the perforation and return it to your local Human Resources representative for delivery to: 
  
 Stock Plan Administrator 
 United Technologies Corporation 
 1 Financial Plaza, MS 504 
 Hartford, CT 06101 
  
  

 Grant Date: 
  

											
	 Type
	 	 Number of
 Units
	 	 Grant
 Price
	 	 Estimated
 Present Value
	 	 Vesting
 Date
	  	 Expiration
 Date

	 SARs
	 	 	 	 	 	 	 	 	  	 
	 PSUs*
	 	 	 	 	 	 	 	 	  	 
	 Total Estimated
Present Value:
	 	 	 	 	  	 

     *PSUs are subject to performance-based vesting criteria 
  
 The award shown in this statement is subject to the terms and conditions of United Technologies
Corporation’s Long Term Incentive Plan (LTIP). I acknowledge this statement of award. I accept this award subject to the 2006 Schedules of Terms and the LTIP. These documents and the Plan Prospectus are available at the Your Stock Awards
Web site. 
  
 Signed:
                                        
                                        
                 Date:
                                        
                     






 Your 2006 Long Term Incentive Award 
 Performance. Results. Rewards. 
  

 Stock Appreciation Rights (SARs) 
  
 How Do SARs Work?



													
	 	  	 	 	 	  	 
	A SAR is similar to a stock option and delivers equivalent value when exercised.	  	 	 	  
                                 An Example
  

	n  	  	Receive gain in UTX from date of grant to date of exercise	  	 	 Number of SARs granted:
  
	  	 1,000
  
	  	


	n	  	Vests three years after grant date	  	 	  	  
	n	  	Expires ten years from the grant date, unless exercised	  	 	UTC stock price at grant:	  	$50 per share	  
	n	  	No dividend equivalents	  	 	 UTC stock price at exercise:
  
	  	$75 per share	  
	n	  	At exercise, value is delivered in shares of UTC common stock and:	  	 	Increase in UTC stock price from   grant date to exercise date:	  	$75 per share – $50 per  
share = $25 per share	  
	 	  	—	  	Converted to cash at your discretion, OR	  	 	 Total Gain from SAR exercise:
  
	  	1,000 SARs x $25 per share = $25,000	  
	 	  	—	  	Held and you receive dividends on the shares	  	 	Conversion into shares of UTC stock:	  	$25,000 ÷ $75 per share = 333 shares	  
	 	  	 	  	 	  	 	 	  	 	  	 

  
  

 Performance Share Units (PSUs) 
  
 How Do PSUs Work? 
  

					
	n	  	One PSU equals one share of UTC common stock
	 	  	—	  	Vests solely upon the achievement of performance targets over a three year period
	 	  	—	  	Special rules apply for retirement and termination of employment (see Schedule of Terms)
	 	  	—	  	Upon vesting, PSUs are converted to shares and distributed to you
	 	  	 	  	In the U.S. and most countries, you are taxed on the vesting date
	n	  	Dividends payable on issued shares
	n	  	Opportunity to defer payments of, and therefore taxation on, vested PSUs
	 	  	—	  	U.S. (based on current law) and wherever else viable (subject to local laws)
	 	  	—	  	Share units accrue dividends which are converted to additional share units in deferred account

  

							
	An Upside to Exceptional UTC Performance	  	


	You can receive up to twice the number of PSUs awarded to you for exceptional UTC performance. Vesting on each metric is measured separately and weighted equally.	  
	n 	  	UTC’s Earnings Per Share (EPS) growth	  
	 	  	—	  	EPS is net income divided by average diluted shares	  
	 	  	—	  	Calculated as a Compound Annual Growth Rate (CAGR) over three years	  
	n	  	UTC’s rank on Total Shareholder Return (TSR) among S&P 500 companies	  
	 	  	—	  	TSR is the change in share price over the three year performance period (plus reinvested dividends) divided by the share price at the beginning of the three year period	  
	 	  	 	  	 	  

  

	
	 

  
  
 Please sign and date the portion of this statement below the perforation and return it to your local Human Resources representative for delivery to: 
  
 Stock Plan Administrator 
 United Technologies Corporation 
 1 Financial Plaza, MS 504 
 Hartford, CT 06101