Exhibit 10.20

      

       

      

      United Technologies Corporation

      Long-Term Incentive Plan

       

      Executive Leadership Group

      Restricted Stock Unit Retention

      Award

       

      Schedule of Terms

       

      (Rev. October 2013)

       

      United Technologies Corporation (the “Corporation”) hereby awards to the executive designated in the Award Statement (the “Recipient” or the “Executive”), who has accepted membership in the Corporation’s Executive Leadership Group (the “ELG”),
        Restricted Stock Units (an “Award”) pursuant to the United Technologies Corporation 2005 Long-Term Incentive Plan as amended and restated on April 13, 2011, including subsequent amendments (the “LTIP”). The Award is subject to this Schedule of
        Terms, the terms, definitions, and provisions of the LTIP, and the terms and conditions of the ELG Program.

      
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      Restricted Stock Unit

       

      A Restricted Stock Unit (an “RSU”) is equal in value to one share of Common Stock of the Corporation (“Common Stock”).  RSUs are convertible into shares of Common Stock if the Recipient remains a member of the ELG and
        experiences a Qualifying Separation from the Company with at least three years of ELG service (see “Vesting” below).

       

      Acknowledgement and Acceptance of Award

       

      The number of RSUs is set forth in the Award Statement. The Recipient must acknowledge and accept the terms and conditions of the RSU Award by signing and returning the appropriate portion of the Award Statement to the
        Stock Plan Administrator, or the RSU Award will be forfeited.

       

      Vesting

       

      RSUs vest upon Qualifying Separation from the Company with completion of at least three years of service as a member of the ELG (the “Vesting Date”). A “Qualifying Separation” means and includes a
        Mutually Agreeable Termination, a Change-in-Control Termination or retirement at age 62 or later, as defined below.  Vesting is subject to entering into the ELG RSU Retention Award Vesting Agreement set forth in Attachment A of this Schedule of
        Terms and continued compliance with ELG covenants.

       

      In the event of certain types of misconduct, Awards may be forfeited, including vested Awards and gains realized from prior Awards.  See “Forfeiture of Award.”

       

      No shareowner rights

       

      An RSU is the right to receive a share of Common Stock in the future, subject to continued employment and membership in the ELG. The holder of an RSU has no voting, dividend or other rights accorded
        to owners of Common Stock.

       

      Conversion of RSUs/Distribution of Shares

       

      RSUs will be converted into shares of Common Stock, effective as of the Vesting Date.  The converted shares will be unrestricted and freely transferable.

      

      

      Dividend Equivalents

       

      Although the Recipient will not receive dividend payments in respect of RSUs, each RSU will be credited with an amount equal to the dividend paid on a share of Common Stock, resulting in additional
        RSUs credited to the Recipient equal in value to the number of RSUs held multiplied by the dividend paid on a share of Common Stock.

      
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      Adjustments

       

      If the Corporation effects a subdivision or consolidation of shares of Common Stock or other capital adjust-ment, the number of RSUs (and the number of shares of Common Stock that will be issued upon conversion) shall be
        adjusted in the same manner and to the same extent as all other shares of Common Stock of the Corporation. In the event of material changes in the capital structure of the Corporation resulting from: the payment of a special dividend (other than
        regular quarterly dividends) or other distributions to shareowners without receiving consideration therefore; the spin-off of a subsidiary; the sale of a substantial portion of the Corporation’s assets; a merger or consolidation in which the
        Corporation is not the surviving entity; or other extraordinary non-recurring events affecting the Corporation’s capital structure and the value of Common Stock, equitable adjustments shall be made in the terms of outstanding Awards, including the
        number of RSUs and underlying shares of Common Stock as the Committee on Compensation and Executive Development of the Corporation’s Board of Directors (the “Committee”), in its sole discretion, determines are necessary or appropriate to prevent an
        increase or decrease in the value of RSUs relative to Common Stock or the dilution or enlargement of the rights of recipients.

       

      ELG Covenants

       

      Acceptance of the ELG RSU Award constitutes agreement and acceptance by the Recipient of the following ELG covenants:

      

      

      • Pre-Vesting Date Covenants

      

      

      
        
          	

                	(a)	
                  During the period of the Recipient’s employment, and following termination of employment, the Recipient agrees to protect and to not disclose “Company Information” until the information has become public (through no action on the
                    part of the Recipient) or is no longer material or relevant to the Company.

                


        

      

      

      

      “Company Information” means (i) confidential or proprietary information including without limitation information received from third parties under confidential or proprietary conditions; (ii) information subject to the
        Company’s attorney-client or work-product privilege; and (iii) other technical, business or financial information, the use or disclosure of which might reasonably be construed to be contrary to the Company’s interests.

      

      

      
        
          	

                	(b)	
                  During the period of the Recipient’s employment, and for a period of two years following termination of employment, the Recipient agrees to not initiate, cause or allow to be initiated (under those conditions which he or she
                    controls) any action which would reasonably be expected to encourage or to induce any employee of the Company or any of its affiliated entities to leave the employ of the Company or its affiliated entities. In this regard, the Recipient
                    agrees that he or she will not directly or indirectly recruit any executive or other employee of the Company or provide any information or make referrals to personnel recruitment agencies or other third parties in connection with
                    executives of the Company and other employees.

                


        

      

      

      

      • Post-Vesting Date Covenants

       

      
        
          	

                	(a)	
                  The Pre-Vesting Date Covenant described in (a) above remains in full effect and the Pre-Vesting Date Covenant described in (b) above will remain in effect for two years following the Vesting Date.

                


        

      

      
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                	(b)	
                  To further ensure the protection of Company Information, the Recipient agrees not to accept employment in any form (including entering into consulting relationships or similar arrangements) for a period of three years following the
                    Vesting Date with any business that: (i) competes directly or indirectly with any of the Company’s businesses; or (ii) is a material customer of or a material supplier to any of the Company’s businesses unless the Recipient has obtained
                    the written consent from the Senior Vice President, Human Resources & Organization (or the successor to such position), which consent shall be granted or withheld in his or her sole discretion. The Recipient agrees that the terms of
                    this paragraph are reasonable. However, if any portion of this paragraph is held by competent authority to be unenforceable, this paragraph shall be deemed amended to limit its scope to the broadest scope that such authority determines
                    is enforceable, and as so amended shall continue in effect.  The Recipient acknowledges that the ELG RSU Retention Award shall constitute compensation in satisfaction of this covenant.

                


        

      

      

      

      
        
          	

                	(c)	
                  For a period of three years following the Vesting Date, the Recipient will not directly or indirectly, in any capacity or manner, make any statements of any kind (or cause, further, assist, solicit, encourage, support or participate
                    in the foregoing), whether verbal, in writing, electronically transferred or otherwise, or disclose any items of information which, in either case are or may reasonably be construed to be derogatory, critical or adverse to the interests
                    of the Company. The Recipient agrees that he or she will not disparage the Company, its executives, directors or products.

                


        

      

      

      

      The ELG covenants set forth in this Schedule of Terms are in addition to other obligations and commitments of the ELG program, the terms and conditions of the LTIP and the Recipient’s intellectual property agreement with the Company (and as each
        may be amended from time to time).

      

      

      Definitions

      

      

      The following terms shall have the following meanings for purposes of the Executive Leadership Group RSU Retention Award:

      

      

      
        
          	(a)	
                  “Company” means United Technologies Corporation and its subsidiaries, divisions and affiliates.

                


        

      

       

      
        
          	(b)	
                  “Company Information” means (i) confidential or proprietary information including without limitation information received from third parties under confidential or proprietary conditions; (ii) information
                    subject to the Company’s attorney-client or work-product privilege; and (iii) other technical, business or financial information, the use or disclosure of which might reasonably be construed to be contrary to the Company’s interests.

                


        

      

       

      
        
          	(c)	
                  “Qualifying Separation” means and includes a Mutually Agreeable Termination, a Change-in-Control Termination, or retirement at age 62 or later.

                


        

      

       

      
        
          	

                	(i)	
                  “Mutually Agreeable Termination” means a decision by the Company, in its sole discretion, to terminate the Executive’s employment with the Company as a result of circumstances described in this paragraph and
                    the Executive’s acknowledgment and agreement that his/her employment will end as a result of such circumstances.  Circumstances that may result in a Mutually Agreeable Termination include management realignment, change in business
                    conditions or priorities, the sale or elimination of the Executive’s business unit or any other change in business circumstances that materially and adversely affects the Executive’s role within the Company or such circumstances that
                    preclude continued employment at the ELG level, in all cases as determined by the Senior Vice President, Human Resources and Organization.  Neither a unilateral voluntary resignation nor a Termination for Cause will constitute a
                    Mutually Agreeable Termination.

                


        

      

      
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                	(ii)	
                  “Change-in-Control Termination” means either the involuntary termination of the Executive’s employment by the Company (other than a Termination for Cause) or the voluntary resignation by the Executive for Good
                    Reason within 24 months following a Change-in-Control.

                


        

      

       

      
        
          	

                	(A)	
                  “Change-in-Control” shall mean any of the following events:

                


        

      

       

      
        
          	

                	1.	
                  The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
                    under the Exchange Act) of 20% or more of the then-outstanding Shares of Common Stock plus any other outstanding shares of stock of the Corporation entitled to vote in the election of directors (the “Outstanding Corporation Voting
                    Securities”); provided, however, that the Corporation and any employee benefit plan (or related trust) sponsored by it shall not be deemed to be a Person; or

                


        

      

       

      
        
          	

                	2.	
                  A change in the composition of the Board such that the individuals who constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board. For this purpose, any
                    individual whose election or nomination for election by the Corporation’s shareowners was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent
                    Board; or

                


        

      

       

      
        
          	

                	3.	
                  The consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any of its Subsidiaries or a sale or other disposition of
                    substantially all of the assets of the Corporation or a material acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries, (each, a “Business Combination”) if:

                


        

      

       

      
        
          	

                	a.	
                  the individuals and entities that were the beneficial owners of the Outstanding Corporation Voting Securities immediately prior to such Business Combination do not beneficially own, directly or indirectly,
                    more than 50% of the then-outstanding shares of stock and the combined voting power of the then-outstanding voting securities of the corporation resulting from such Business Combination; or

                


        

      

       

      
        
          	

                	b.	
                  a Person beneficially owns, directly or indirectly, 20% or more of the then-outstanding shares of stock of the corporation resulting from such Business Combination; or

                


        

      

      
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                	c.	
                  members of the Incumbent Board do not comprise at least a majority of the members of the board of directors of the corporation resulting from such Business Combination; or

                


        

      

       

      
        
          	

                	4.	
                  A complete liquidation or dissolution of the Corporation.

                


        

      

       

      If an Award is determined to be subject to Section 409A of the Code, the payment or settlement of the Award shall accelerate upon a Change-in-Control only if the event also constitutes a “change in
        ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the Corporation’s assets” as defined under Section 409A of the Code. Any adjustment to the Award that does not affect the Award’s status under
        Section 409A (including, but not limited to, accelerated vesting or adjustment of the amount of the Award) may occur upon a Change-in-Control as defined herein without regard to this paragraph, even if the event does not constitute a
        Change-in-Control under Section 409A.

       

      
        
          	

                	(B)	
                  “Good Reason” means voluntary termination of the Executive’s employment within twenty-four (24) months of a Change-in-Control and the occurrence of any one or more of the following:

                


        

      

       

      
        
          	

                	1.	
                  The assignment of the Executive to a position that is materially inconsistent with the Executive’s authorities, duties, responsibilities, and status (including reporting relationships) as an employee of the
                    Company, or a material reduction or change in the nature or status of the Executive’s authorities, duties, or responsibilities from those in effect immediately preceding a Change-in-Control;

                


        

      

        

      

      
        
          	

                	2.	
                  The Company requires the Executive to be based at a location which is at least fifty (50) miles further from the Executive’s current primary residence than such residence is from the Executive’s current job
                    location, except for required travel on Company business to an extent substantially consistent with the Executive’s business obligations immediately preceding the Change-in-Control;

                


        

      

       

      
        
          	

                	3.	
                  A reduction by the Company in the Executive’s Base Salary in effect on the date preceding the Change-in-Control;

                


        

      

       

      
        
          	

                	4.	
                  A material reduction in the Executive’s level of participation in any of the Company’s short- and/or long-term incentive compensation plans, employee benefit or retirement plans, policies, practices, or arrangements in which the
                    Executive participates from the levels in place during the fiscal year immediately preceding the Change-in-Control; provided, however, that reductions in the levels of participation in any such plans shall not be deemed to be “Good
                    Reason” if the Executive’s reduced level of participation in each such program remains substantially consistent with the average level of participation of other executives who have positions commensurate with the Executive’s position;
                    or

                


        

      

      
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                	5.	
                  The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform its obligations under this Agreement.

                


        

      

       

      
        
          	(d)	
                  “Termination for Cause” means a decision by the Company to terminate the Executive’s employment for (i) violation of an ELG covenant, (ii) conduct involving a felony criminal offense under U.S. federal or state law or an equivalent
                    violation of the laws of any other  country, (iii) dishonesty, fraud, self-dealing, or material violations of civil law in the course of fulfilling the Executive’s employment duties; (iv) breach of the Executive’s intellectual property
                    agreement or other written agreement with the Company; or (v) willful misconduct injurious to the Company, as determined by the Committee.

                


        

      

       

      Change-in-Control

       

      In the event of a Change-in-Control or restructuring of the Corporation, the Committee may, in its sole discretion, take certain actions with respect to outstanding Awards to assure fair and equitable treatment of
          LTIP Award Recipients. Such actions may include the 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.

      

      

      Nonassignability

       

      Unless otherwise prescribed by the Committee, no assignment or transfer of any right or interest of a Recipient in any RSU, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted except by will or the laws of
        descent and distribution. Any attempt to assign such rights or interest shall be void and without force or effect.

      

      

      Administration

       

      Awards granted pursuant to the LTIP shall be interpreted and administered by the Committee. The Committee shall establish such procedures as it deems necessary and appropriate to administer Awards in a manner that is
        consistent with the terms of the LTIP. The Committee’s decision on any matter related to an Award shall be binding and conclusive.

       

      Under the LTIP, subject to certain limitations, the Committee has delegated to the Chief Executive Officer the authority to grant RSU Awards, 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 or she may further delegate. Awards to employees of the Company 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.

      

      

      Awards Not to Affect or Be Affected by Certain Transactions

       

      RSU Awards shall not in any way affect the right or power of the Corporation or its shareowners to effect: (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, shares of stock preferred to, or otherwise affecting the Common Stock of the Corporation or the rights of the
        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.

      
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      Taxes/Withholding

       

      Award recipients are responsible for all income taxes, social insurance, payroll tax, payment on account or other tax-related items attributable to any Award (“Tax-Related Items”). The closing price of Common Stock on the
        New York Stock Exchange on the vesting date will be used to calculate income realized from the vesting of RSUs. The Company shall take such steps as are appropriate to satisfy the obligations with regard to Tax-Related Items. The Company shall have
        the right to deduct directly from any payment or delivery of shares due to a recipient or from the recipient’s regular compensation to effect compliance with all Tax-Related Items including withholding and reporting with respect to the vesting of
        any RSU. Acceptance of an Award constitutes consent by the recipient to such withholding. Recipient acknowledges that the ultimate liability for all Tax-Related Items is and remains the Recipient’s responsibility and may exceed the amount actually
        withheld by the Company. Further, if Recipient has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Recipient acknowledges that the Company may be required to withhold or
        account for Tax-Related Items in more than one jurisdiction. In those countries where there is no withholding on account of such Tax-Related Items, recipients must pay the appropriate taxes as required by any country where they are subject to tax.

       

      Vesting/ Taxes Due

       

      If Recipient is subject to tax in the U.S., the value of the Award as of the Vesting Date will be subject to FICA withholding in that same calendar year.  If Recipient is subject to tax in a country outside the U.S. (“Foreign Country”) and if pursuant to the tax rules in such Foreign Country, Recipient will be subject to tax prior to the date that Recipient is issued Shares
          pursuant to this Agreement, the Committee, in its discretion, may accelerate vesting and settlement of a portion of the Stock Awards to the extent necessary to pay the foreign taxes due (and any applicable U.S. income taxes due as a result of the
          acceleration of vesting and settlement) but only if such acceleration does not result in taxation under Section 409A (as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xi)).

       

      Right of Discharge Reserved

       

      Nothing in the LTIP or in any RSU Award shall confer upon any Recipient the right to continue in the employment or service of the Company for any period of time, or affect any right that the Company may have to terminate
        the employment or service of such Recipient at any time for any reason.

       

      Right of Offset

      

      

      The ELG RSU Retention Award will be offset and reduced by the full amount (if any) of cash severance benefits that the Recipient may separately be entitled to receive from the Company based on any employment agreement, contractual obligation, or
        statutory scheme, including mandated termination indemnities or similar benefits.

      
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      Forfeiture of Award

      

      

      The ELG RSU Retention Award will be forfeited if any of the following apply:

       

      
        
          	■	
                  Membership in the ELG ceases. While an employee of the Company, your membership in the ELG ceases for any reason.

                


        

      

        

      

      
        
          	■	
                  Non-mutual termination.  You terminate employment and the Company wants to retain your services.

                


        

      

        

      

      
        
          	■	
                  Violation of ELG Covenants.  You violate any of the ELG Covenants.

                


        

      

        

      

      
        
          	■	
                  Self-dealing. You engage in conduct which serves your own personal interests at the expense of the Company, or permit others to do so.

                


        

      

        

      

      
        
          	■	
                  Financial restatement.  A restatement of financial results attributable to your actions, whether intentional or negligent.

                


        

      

        

      

      
        
          	■	
                  Improper or criminal conduct. Your discharge results from actions (or omissions) which you did not reasonably believe to be in the best interests of the Company.  You must not engage in conduct
                    that is fraudulent, dishonest, or violates federal, state or local law.

                


        

      

       

      
        
          	■	
                  Termination for Cause. Your termination results from facts or circumstances that constitute a Termination for Cause as defined herein; or if following termination, the Company determines within
                    three years that you engaged in conduct that would have constituted the basis for a Termination for Cause.

                


        

      

       

      The LTIP also provides for the recoupment of gains previously realized from LTIP awards (including the ELG RSU Retention Award) in the event of certain types of misconduct.

      

      

      Nature of Payments

      

      

      All Awards made pursuant to the LTIP are in consideration of services performed for the Company. 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 Company. RSUs will not be funded by the Corporation. In this regard, a Recipient’s rights to RSUs are those of a general unsecured creditor of the Corporation.

      

      

      Data Privacy

       

      The Corporation maintains electronic records for the purpose of administering the LTIP and individual Awards.  In the normal course of plan administration, electronic data may be transferred to different sites within the
        Company and to outside service providers.  Acceptance of an Award constitutes consent by the recipient to the collection, use, processing, transmission, and holding of personal data, in electronic or other form, as required for the implementation,
        administration, and management of this Award and the LTIP by the Corporation or its third party administrators within or outside the country in which the recipient resides or works.  All such collection, use, processing, transmission, and holding
        of data will comply with applicable privacy protection requirements.

      
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      Government Contract Compliance

       

      The Company’s Policy on “Business Ethics and Conduct in Contracting with the United States Gov-ernment” calls for compliance with the letter and spirit of government contracting laws and regulations.
        In the event of a violation of government contracting laws or regulations, the Committee reserves the right to revoke any outstanding Award.

       

      Interpretations

       

      This Schedule of Terms and each Award Statement are subject in all respects to the terms of the LTIP and ELG Program materials. In the event that any provision of this Schedule of Terms or any Award Statement is inconsistent with the terms of
        the LTIP or ELG Program materials, the terms of the LTIP and ELG Program materials shall govern. The ELG Program materials may impose additional obligations or restrictions beyond the terms of the LTIP.  Any question of administration or
        interpretation arising under the Schedule of Terms or any Award Statement shall be determined by the Committee or its delegate, and such determination shall be final and conclusive upon all parties in interest.  If this Schedule of Terms or any
        other document related to this Award is translated into a language other than English and a conflict arises between the English and translated version, the English version will control.

      

      

      Governing Law

      

      

      The LTIP, this Schedule of Terms and the Award Statement shall be governed by and construed in accordance with the laws of the State of Delaware.

      

      

      Additional Information

      

      

      Questions concerning the LTIP or Awards and requests for Plan documents shall be directed to:

      

      

      Stock Plan Administrator

      United Technologies Corporation

      1 Financial Plaza, MS 525

      Hartford, CT 06101

      stockoptionplans@utc.com

      

      

      The Corporation and/or its approved Stock Plan Administrator will send any Award-related communications to the Recipient’s email address or physical address on record.  It is the responsibility of the Recipient to ensure that both the e-mail and
        physical address on record are up-to-date and accurate at all times to ensure delivery of Award-related communications.

      
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      ELG RSU Retention Award Schedule of Terms

      Attachment A

      

      

      ELG RSU RETENTION AWARD VESTING AGREEMENT

      

      

      This VESTING AGREEMENT, is entered into between _______________ (hereinafter, the “Executive”), and UNITED TECHNOLOGIES CORPORATION, a Delaware corporation, with an office and place of business at
        Hartford, Connecticut (United Technologies Corporation and all its subsidiaries, divisions and affiliates are hereinafter referred to as the “Company”).

      

      

      WHEREAS, the Executive and the Company agree that the Executive’s employment with the Company will terminate; and

      

      

      WHEREAS, the parties wish to set forth their mutual understanding concerning the terms and conditions relative to the termination of the Executive’s employment with the Company; and

      

      

      WHEREAS, the Executive has committed to membership in the Company’s Executive Leadership Group (the “ELG”), which commitment signifies, among other things, the Executive’s acceptance of the terms and
        conditions of the ELG Program;

      

      

      NOW, THEREFORE, it is hereby mutually agreed as follows:

      

      

      	1.	(a)	The Executive’s employment with the Company will terminate effective ___________ (the “Termination Date”).


      

      

      
        
          
            	

                  	(b)	
                    The parties agree that the termination of the Executive’s employment is a Qualifying Separation, with completion of at least three years of service as an ELG member, entitling the Executive to vest in the
                      ELG Restricted Stock Unit Retention Award (the “ELG RSU Retention Award”) as of the later of the Executive’s Termination Date or the date of this Agreement (the “Vesting Date”).  Vesting
                      is subject to continued compliance with the obligations set forth in Section 4 of this Agreement.

                  


          

        

      

      

      

      	2.	(a)	The number of Restricted Stock Units (RSUs) that will vest subject to this Vesting Agreement is set forth in the Award Statement.


      
        A-1

        
          


      

      
        
           

           

          

          	

                	(b)	
                  RSUs will be converted into shares of Common Stock effective as of the Vesting Date.  The converted shares will be unrestricted and freely transferable.

                


        

      

      

      

      	3.	(a)	The Executive hereby agrees to release the Company, present or former employees, officers and directors from all claims or demands the Executive may have arising from or relating to [his/her] employment with the Company or the termination of that employment.  This includes a release of any rights or claims the Executive may have under the Age Discrimination in Employment Act of 1967,
              as amended, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which
              prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act which prohibits discrimination on the basis of handicap; the Employee Retirement Income Security Act of 1974, as amended, which prohibits
              discrimination on the basis of eligibility to receive benefits and any other federal, state or local laws or regulations prohibiting employment discrimination.  This release also includes a release by the Executive of any claims or actions
              for wrongful discharge based on statute, regulation, contract, tort, common or civil law or otherwise.


      

      

      
        
          	

                	(b)	
                  This Release covers all claims based on any facts or events, whether known or unknown by the Executive that occurred on or before the effective date of this Agreement.  The Executive will notify the Company of
                    any claims that may arise after the effective date of this Agreement but before the Termination Date and ratify the release and waiver, effective as of the Termination Date, following resolution of any claims as a pre-condition to
                    receiving the benefits provided for in Section 2 herein.

                


        

      

      

      

      
        
          	

                	(c)	
                  This Release does not include, however, a release of the Executive’s rights to any vested pension, deferred compensation, health or similar benefits to which [he/she]
                    may be entitled in accordance with the terms of the Company employee benefit plans in which [he/she] participated.

                


        

      

      

      

      
        
          	

                	(d)	
                  Nothing in this Agreement shall be construed to prohibit the Executive from filing a charge with, or participating in, any investigation or proceeding by the EEOC or comparable governmental agency.  The Executive agrees, however, to
                    waive the right to recover monetary damages in any charge, complaint or lawsuit filed by [him/her] or on [his/her] behalf with respect any claims released
                    in Section 3 of this Agreement.

                


        

      

      
        A-2

        
          


      

      
        
           

           

          

          	

                	(e)	
                  The Executive understands and agrees that the ELG RSU Retention Award distributed pursuant to this Agreement is in full and complete satisfaction of all obligations due [him/her] under the ELG Program. The Executive understands and agrees that [he/she] shall not be entitled to any severance payments, payments in lieu of vacation, holiday or other fringe benefits. The Executive further agrees that the ELG RSU Retention Award shall be
                      offset and reduced by the full amount (if any) of cash severance benefits that the Executive may separately be entitled to receive from the Company based on any employment agreement, contractual obligation or statutory scheme,
                      including mandated termination indemnities or similar benefits.

                


        

      

      

      

      
        
          	

                	(f)	
                  Following the Termination Date, the Executive agrees to cooperate with the Company with respect to matters that involved [him/her] during the course of [his/her] employment if such cooperation is deemed necessary or appropriate by the Company.

                


        

      

      

      

      
        
          	

                	(g)	
                  The Executive agrees to resign from all committees, boards, associations and other organizations, both internal and external, to which the Executive currently belongs in [his/her]
                    capacity as a Company executive, except as mutually agreed with the Company.  Following the Termination Date, the Executive will be free to join boards and affiliate with organizations provided that such affiliation will not violate any
                    of the obligations set forth in Section 4 of this Agreement.

                


        

      

      

      

      
        	 	
                (h)

              	
                The Executive is encouraged, at [his/her] own expense, to consult with an attorney before signing this Agreement and acknowledges that [he/she] was offered sufficient time to consider it.

              


      

      

      

      
        
          	

                	(i)	
                  The Executive may revoke this Agreement within seven (7) days of the date of the Executive’s signature.  Revocation can be made by delivering a written notice of revocation to [
                      ____ ], Senior Vice President, Human Resources and Organization, United Technologies Corp., One Financial Plaza, Hartford, CT  06101.  For this revocation to be effective, [____] must
                    receive written notice no later than close of business on the seventh (7th) day after the Executive signs this Agreement.  If the Executive revokes this Agreement, it shall not be effective or enforceable and the Executive will not
                    receive the payment and/or benefits described herein and agrees to immediately repay to the Company the value of any benefits provided prior to revocation.

                


        

      

      
        
          
            
              A-3

              
                


            

            

           

          

          	4.	
                  The Executive makes the following representations to and agreements with the Company:

                


        

      

      

      

      
        
          	

                	(a)	
                  During a period beginning on the date hereof and extending for three years after the Termination Date, the Executive will not directly or indirectly, in any capacity or manner, make any statements of any kind
                    (or cause, further, assist, solicit, encourage, support or participate in the foregoing), whether verbal, in writing, electronically transferred or otherwise,  or disclose any items of information which are or may reasonably be
                    construed  to be derogatory, critical of, or adverse to the interests of the Company.  The Executive agrees that [he/she] will not disparage the Company, its executives, directors or products.

                


        

      

      

      

      
        
          	

                	(b)	
                  The Executive acknowledges that in the course of [his/her] employment with the Company [he/she] has acquired Company
                    Information and that such Company Information has been disclosed to [him/her] in confidence and for the Company’s use only.  The Executive agrees that, except as [he/she]
                    may otherwise be directed under this Agreement or as required by law, regulation or legal proceeding, [he/she] (i) will keep such Company Information confidential at all times, (ii) will not
                    disclose or communicate Company Information to any third party and (iii) will not make use of Company Information on his own behalf or on behalf of any third party.  In the event that the Executive becomes legally compelled to disclose
                    any Company Information, it is agreed that the Executive will provide the Company with prompt written notice of such request(s) so that the Company may seek a protective order or other appropriate legal remedy to which it may be
                    entitled.  The Executive acknowledges that any unauthorized disclosure to third parties of Company Information or other violation, or threatened violation, of this Agreement would cause irreparable damage to the trade secret,
                    confidential or proprietary status of Company Information and to the Company.  Therefore, in such event the Company shall be entitled to an injunction prohibiting the Executive from any such disclosure, attempted disclosure, violation
                    or threatened violation.  When Company Information becomes generally available to the public other than by the Executive’s acts or omissions, it is no longer subject to the restrictions in this paragraph.

                


        

      

      
        A-4

        
          


      

      
        
           

           

          

          	

                	(c)	
                  To further ensure the protection of Company Information, the Executive agrees that for a period of three years [Alternative clause: one year in the event of a Change in
                      Control Termination] after [his/her] Termination Date, [he/she] will not accept employment in any form (including entering into consulting
                    relationships or similar arrangements) with a business which: (i) competes directly or indirectly with [any of the Company’s businesses (applies to corporate executives)] [the Executive’s business unit
                      (includes current and past business units)]; or (ii) is a material customer of or a material supplier to [any of the Company’s businesses] [the Executive’s business unit], unless the
                    Executive has obtained the written consent of the Senior Vice President, Human Resources & Organization or [his/her] successor, which consent shall be granted or withheld in his sole
                    discretion.  The Executive acknowledges that the ELG RSU Retention Award vested and distributed pursuant to this Agreement constitutes compensation in satisfaction of this paragraph (4)(d).  The parties agree that the terms of this
                    paragraph are reasonable.  However, if any portion of this paragraph is held by competent authority to be unenforceable, this paragraph shall be deemed amended to limit its scope to the broadest scope that such authority determines is
                    enforceable, and as so amended shall continue in effect.

                


        

      

      

      

      
        
          	

                	(d)	
                  For a period of two years following the Termination Date, [Alternative clause: one year following a Change
                      in Control Termination] the Executive will not initiate, cause or allow to be initiated (under those conditions which [he/she] controls) any action which would reasonably be expected to encourage or to induce any employee of the Company or any of its affiliated entities to leave the employ of the Company or its affiliated entities.  In
                    this regard, the Executive agrees that [he/she] will not directly or indirectly recruit any Company executive or other employee or provide any information or make referrals to personnel
                    recruitment agencies or other third parties in connection with Company executives and other employees.

                


        

      

      

      

      
        
          	

                	(e)	
                  The Executive acknowledges that the Intellectual Property Agreement between [him/her] and the Company will continue in full force and effect following the Termination
                    Date.

                


        

      

      
        A-5

        
          


      

      
        
           

           

          

          	5.	
                  The Company represents to the Executive that it is fully authorized and empowered to enter into this Agreement, and that it will safeguard this Agreement and its terms from public disclosure with the same
                    degree of care with which the Company protects its proprietary information.

                


        

      

      

      

      
        
          	6.	
                  The obligations of the parties hereto are severable and divisible.  In the event any provision hereunder is determined to be illegal or unenforceable, the remainder of this Agreement shall continue in full
                    force and effect.

                


        

      

      

      

      
        
          	7.	
                  In addition to any other rights the Company may have, should the Executive breach any of the terms of this Agreement, the ELG RSU Retention Award will be forfeited and subject to recoupment by the Company. 
                    Such action by the Company will not be taken capriciously and will have no effect on the Release and Waiver contained in this Agreement.

                


        

      

      

      

      
        
          	8.	
                  Any dispute arising between the Company and the Executive with respect to the validity, performance or interpretation of this Agreement shall be submitted to and determined in binding arbitration in Hartford,
                    Connecticut, for resolution in accordance with the rules of the American Arbitration Association, modified to provide that the decision by the arbitrator shall be binding on the parties; shall be furnished in writing, separately and
                    specifically stating the findings of fact and conclusions of law on which the decision is based; shall be kept confidential by the arbitrator and the parties; and shall be rendered within 60 days following impanelment of the
                    arbitrator.  Costs of the arbitration shall be borne by the party that does not prevail.  The arbitrator shall be selected in accordance with the rules of the American Arbitration Association.

                


        

      

      

      

      
        
          	9.	
                  This Agreement shall be subject to and governed by the laws of the State of Connecticut.

                


        

      

      

      

      
        
          	10.	
                  This Agreement constitutes the entire agreement between the parties and supersedes all previous communications between the parties with respect to the subject matter of this Agreement.  No amendment to this
                    Agreement shall be binding upon either party unless in writing and signed by or on behalf of such party.

                


        

      

      
        A-6

        
          


      

      
        
           

           

          

          	11.	
                  Any notice under this agreement shall be in writing and addressed to the Executive as follows:    _______________

                


        

      

      

      

      and addressed to the Company as follows:

      

      

      
        	 	
                United Technologies Corporation

              
	 	
                One Financial Plaza

              
	 	
                Hartford, CT  06101

              
	 	
                Attention: Senior Vice President,

              
	 	
                Human Resources and Organization.

              


      

      

      

      Either party may change its address for notices by giving the other party notice of the change.

      

      

      
        
          	12.	
                  The Company reserves the right to withhold applicable taxes from any amounts paid pursuant to this Agreement to the extent required by law.  The Executive, or [his/her]
                    estate, shall be responsible for any and all tax liability imposed on amounts paid hereunder.

                


        

      

      

      

      
        
          	13.	
                  Capitalized terms in this Agreement are defined in the Schedule of Terms applicable to this ELG RSU Retention Award.

                


        

      

      

      

      
        
          	14.	
                  If and to the extent any payment or benefit provided herein is determined to be deferred compensation within the meaning of Section 409A, such payment or benefit will provided in a manner that complies with
                    Section 409A.

                


        

      

      

      

      
        
          	15.	
                  The Executive states that [he/she] has read this Agreement, including the Release and Waiver contained herein, fully understands its content and effect, and without
                    duress or coercion, knowingly and voluntarily assents to its terms.

                


        

      

      

      

      
        A-7

        
          


      

      
         

      

       

      

       IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this Agreement on the day and year first above written. 

       

      

      UNITED TECHNOLOGIES CORPORATION

      

      

      	
              By:

            	
              

              

            	 	
              By:

            	
              

              

            
	 	
              [Name]

            	 	 	
              [Name of Executive]

            
	 	
              Senior Vice President, Human

              Resources and Organization

            	 	 	 


      

      

      	
              Date:

            	 	 	Date	 	 


      

      
        
          
            A-8

            
              


          

          
          United Technologies Corporation

          Long-Term Incentive Plan

           

          Executive Leadership Group

          Restricted Stock Unit Retention

          Award

           

          Schedule of Terms

           

          (Rev. May 2016)

           

          This Schedule of Terms describes the material features of the recipient’s Executive Leadership Group Restricted Stock Unit Retention Award (the “ELG RSU Retention Award” or the “ELG RSU Award”) granted under the United Technologies
            Corporation Long-Term Incentive Plan as amended and restated effective April 28, 2014 (the “LTIP”).  The Award is subject to this Schedule of Terms, the terms, definitions, and provisions of the LTIP, and the terms and conditions of the ELG
            Program.

          
            1

            
              


          

          United Technologies Corporation (the “Corporation”) has awarded the Executive designated in the Award Statement (the “Recipient” or the “Executive”), who has accepted membership in the Corporation’s Executive
            Leadership Group (the “ELG”), with Restricted Stock Units (the “ELG RSU Retention Award” or the “ELG RSU Award”) pursuant to the United Technologies Corporation Long-Term Incentive Plan as amended and restated on April 28, 2014 (the “LTIP”).

           

          Restricted Stock Unit

           

          A Restricted Stock Unit (an “RSU”) is equal in value to one share of Common Stock of the Corporation (“Common Stock”).  RSUs are convertible into shares of Common Stock if the Recipient remains a member
              of the ELG and experiences a Qualifying Separation from the Company with at least three years of ELG service (see “Vesting” below). “Company” means the Corporation, its subsidiaries, divisions and affiliates.

           

          Acknowledgement and Acceptance of Award

           

          The number of RSUs awarded is set forth in the Award Statement. The Recipient must acknowledge and accept the terms and conditions of the ELG RSU Award by signing and returning the appropriate portion of the
            Award Statement to the Stock Plan Administrator, or the ELG RSU Award will be forfeited.

           

          Vesting

           

          RSUs vest upon Qualifying Separation from the Company with completion of at least three years of service as a member of the ELG (the “Vesting Date”). A “Qualifying Separation” means and
            includes a Mutually Agreeable Termination, a Change-in-Control Termination or retirement at age 62 or later, as defined below.  Vesting is subject to entering into the ELG RSU Retention Award Vesting Agreement set forth in Attachment A of this
            Schedule of Terms (or similar form at the sole discretion of the Corporation) and continued compliance with ELG covenants.

           

          In the event of certain types of misconduct, Awards may be forfeited, including vested Awards and gains realized from prior Awards.  See “Forfeiture of Award.”

           

          No shareowner rights

           

          An RSU is the right to receive a share of Common Stock in the future, subject to continued employment and membership in the ELG. The holder of an RSU has no voting, dividend or other
            rights accorded to owners of Common Stock.

           

          Conversion of RSUs

           

          RSUs will be converted into shares of Common Stock, effective as of the Vesting Date.  The converted shares will be unrestricted and freely transferable.

          

          

          Dividend Equivalents

           

          Although the Recipient will not receive dividend payments in respect of RSUs, each RSU will be credited with an amount equal to the dividend paid on a share of Common Stock, resulting in
            additional RSUs credited to the Recipient equal in value to the number of RSUs held multiplied by the dividend paid on a share of Common Stock.

          
            2

            
              


          

          Death

           

          If the Recipient dies while an active employee of the Company, RSUs will vest and be converted to shares of Common Stock effective as of the date of death.  The shares will be delivered to the estate of the
            Recipient as soon as administratively practicable.

           

          Adjustments

           

          If the Corporation effects a subdivision or consolidation of shares of Common Stock or other capital adjust-ment, the number of RSUs (and the number of shares of Common Stock that will be issued upon
            conversion) shall be adjusted in the same manner and to the same extent as all other shares of Common Stock of the Corporation. In the event of material changes in the capital structure of the Corporation resulting from: the payment of a
            special dividend (other than regular quarterly dividends) or other distributions to shareowners without receiving consideration therefore; the spin-off of a subsidiary; the sale of a substantial portion of the Corporation’s assets; a merger or
            consolidation in which the Corporation is not the surviving entity; or other extraordinary non-recurring events affecting the Corporation’s capital structure and the value of Common Stock, equitable adjustments shall be made in the terms of
            outstanding Awards, including the number of RSUs and underlying shares of Common Stock as the Committee on Compensation and Executive Development of the Corporation’s Board of Directors (the “Committee”), in its sole discretion, determines are
            necessary or appropriate to prevent an increase or decrease in the value of RSUs relative to Common Stock or the dilution or enlargement of the rights of recipients.

           

          ELG Covenants

           

          Acceptance of the ELG RSU Award constitutes agreement and acceptance by the Recipient of the following ELG covenants:

          

          

          • Pre-Vesting Date Covenants

          

          

          
            
              	

                    	(a)	
                      During the period of the Recipient’s employment, and following termination of employment, the Recipient agrees to protect and to not disclose “Company Information” until the information has become public (through no action on the
                        part of the Recipient) or is no longer material or relevant to the Company.

                    


            

          

          

          

          “Company Information” means (i) confidential or proprietary information including without limitation information received from third parties under confidential or proprietary conditions; (ii) information subject to
            the Company’s attorney-client or work-product privilege; and (iii) other technical, business or financial information, the use or disclosure of which might reasonably be construed to be contrary to the Company’s interests.

          

          

          
            
              	

                    	(b)	
                      During the period of the Recipient’s employment, and for a period of two years following termination of employment, the Recipient agrees to not initiate, cause or allow to be initiated (under those conditions which he or she
                        controls) any action which would reasonably be expected to encourage or to induce any employee of the Company or any of its affiliated entities to leave the employ of the Company or its affiliated entities. In this regard, the
                        Recipient agrees that he or she will not directly or indirectly recruit any executive or other employee of the Company or provide any information or make referrals to personnel recruitment agencies or other third parties in
                        connection with executives of the Company and other employees.

                    


              
                3

                
                  


              

            

          

          • Post-Vesting Date Covenants

           

          
            
              	

                    	(a)	
                      The Pre-Vesting Date Covenant described in (a) above remains in full effect and the Pre-Vesting Date Covenant described in (b) above will remain in effect for two years following the Vesting Date.

                    


            

          

          

          

          
            
              	

                    	(b)	
                      To further ensure the protection of Company Information, the Recipient agrees not to accept employment in any form (including entering into consulting relationships or similar arrangements) for a period of three years following
                        the Vesting Date with any business that: (i) competes directly or indirectly with any of the Company’s businesses; or (ii) is a material customer of or a material supplier to any of the Company’s businesses unless the Recipient has
                        obtained the written consent from the Executive Vice President & Chief Human Resources Officer (or the successor to such position), which consent shall be granted or withheld in his or her sole discretion. The Recipient agrees
                        that the terms of this paragraph are reasonable. However, if any portion of this paragraph is held by competent authority to be unenforceable, this paragraph shall be deemed amended to limit its scope to the broadest scope that such
                        authority determines is enforceable, and as so amended shall continue in effect.  The Recipient acknowledges that the ELG RSU Retention Award shall constitute compensation in satisfaction of this
                          covenant.

                    


            

          

          

          

          
            
              	

                    	(c)	
                      For a period of three years following the Vesting Date, the Recipient will not directly or indirectly, in any capacity or manner, make any statements of any kind (or cause, further, assist, solicit, encourage, support or
                        participate in the foregoing), whether verbal, in writing, electronically transferred or otherwise, or disclose any items of information which, in either case are or may reasonably be construed to be derogatory, critical or adverse
                        to the interests of the Company. The Recipient agrees that he or she will not disparage the Company, its executives, directors or products.

                    


            

          

          

          

          The ELG covenants set forth in this Schedule of Terms are in addition to other obligations and commitments of the ELG program, the terms and conditions of the LTIP and the Recipient’s intellectual property agreement with the Company (and as
            each may be amended from time to time).

          

          

          Forfeiture of Award

          

          

          The ELG RSU Retention Award will be forfeited if any of the following apply:

          

          

          
            
              	■	
                      Membership in the ELG ceases. While an employee of the Company, your membership in the ELG ceases for any reason.

                    


            

          

           

          
            
              	■	
                      Non-mutual termination.  You terminate employment and the Company wants to retain your services.

                    


            

          

           

          
            
              	■	
                      Violation of ELG Covenants.  You violate any of the ELG Covenants.

                    


            

          

           

          
            
              	■	
                      Self-dealing. You engage in conduct which serves your own personal interests at the expense of the Company, or permit others to do so.

                    


            

          

           

          
            
              	■	
                      Financial restatement.  A restatement of financial results attributable to your actions, whether intentional or negligent.

                    


            

          

          
            4

            
              


          

          
            
              	■	
                      Improper or criminal conduct. Your discharge results from actions (or omissions) which you did not reasonably believe to be in the best interests of the Company.  You must not engage in
                        conduct that is fraudulent, dishonest, or violates federal, state or local law.

                    


            

          

           

          
            
              	■	
                      Termination for Cause. Your termination results from facts or circumstances that constitute a Termination for Cause as defined herein; or if following termination, the Company determines
                        within three years that you engaged in conduct that would have constituted the basis for a Termination for Cause.

                    


            

          

           

          The LTIP also provides for the recoupment of gains previously realized from LTIP awards, including the ELG RSU Retention Award, in the event of certain types of misconduct.

          

          

          Definitions

          

          

          The following terms shall have the following meanings for purposes of the Executive Leadership Group RSU Retention Award:

          

          

          
            
              	(a)	
                      “Qualifying Separation” means and includes a Mutually Agreeable Termination, a Change-in-Control Termination, or retirement at age 62 or later.

                    


            

          

           

          
            
              	(b)	
                      “Mutually Agreeable Termination” means a decision by the Company, in its sole discretion, to terminate the Executive’s employment with the Company as a result of circumstances described in this
                          paragraph and the Executive’s acknowledgment and agreement that his/her employment will end as a result of such circumstances.  Circumstances that may result in a Mutually Agreeable Termination include management realignment,
                          change in business conditions or priorities, the sale or elimination of the Executive’s business unit or any other change in business circumstances that materially and adversely affects the Executive’s role within the Company or
                          such circumstances that preclude continued employment at the ELG level, in all cases as determined by the Executive Vice President & Chief Human Resources Officer.  Neither a
                          unilateral voluntary resignation nor a Termination for Cause will constitute a Mutually Agreeable Termination.

                    


            

          

           

          
            
              	(c)	
                      “Change-in-Control Termination” means either the involuntary termination of the Executive’s employment by the Company (other than a Termination for Cause) or the voluntary resignation by the Executive
                        for Good Reason within 24 months following a Change-in-Control.

                    


            

          

           

          

          
            
              	(d)	
                      “Change-in-Control” shall mean any of the following events:

                    


            

          

           

          
            
              	

                    	1.	
                      The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3
                        promulgated under the Exchange Act) of 20% or more of the then-outstanding Shares of Common Stock plus any other outstanding shares of stock of the Corporation entitled to vote in the election of directors (the “Outstanding
                        Corporation Voting Securities”); provided, however, that the Corporation and any employee benefit plan (or related trust) sponsored by it shall not be deemed to be a Person; or

                    


            

          

           

          
            
              	

                    	2.	
                      A change in the composition of the Board such that the individuals who constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board. For this
                        purpose, any individual whose election or nomination for election by the Corporation’s shareowners was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered a member of
                        the Incumbent Board; or

                    


            

          

          
            5

            
              


          

          
            
              	

                    	3.	
                      The consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any of its Subsidiaries or a sale or other
                        disposition of substantially all of the assets of the Corporation or a material acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries, (each, a “Business Combination”) if:

                    


            

          

           

          
            
              	

                    	a.	
                      the individuals and entities that were the beneficial owners of the Outstanding Corporation Voting Securities immediately prior to such Business Combination do not beneficially own, directly or
                        indirectly, more than 50% of the then-outstanding shares of stock and the combined voting power of the then-outstanding voting securities of the corporation resulting from such Business Combination; or

                    


            

          

           

          
            
              	

                    	b.	
                      a Person beneficially owns, directly or indirectly, 20% or more of the then-outstanding shares of stock of the corporation resulting from such Business Combination; or

                    


            

          

           

          
            
              	

                    	c.	
                      members of the Incumbent Board do not comprise at least a majority of the members of the board of directors of the corporation resulting from such Business Combination; or

                    


            

          

           

          
            
              	

                    	4.	
                      A complete liquidation or dissolution of the Corporation.

                    


            

          

           

          If an Award is determined to be subject to Section 409A of the Code, the payment or settlement of the Award shall accelerate upon a Change-in-Control only if the event also constitutes a
            “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the Corporation’s assets” as defined under Section 409A of the Code. Any adjustment to the Award that does not affect the Award’s
            status under Section 409A (including, but not limited to, accelerated vesting or adjustment of the amount of the Award) may occur upon a Change-in-Control as defined herein without regard to this paragraph, even if the event does not constitute
            a Change-in-Control under Section 409A.

           

          
            
              	(e)	
                      “Good Reason” means voluntary termination of the Executive’s employment within twenty-four (24) months of a Change-in-Control and the occurrence of any one or
                        more of the following:

                    


            

          

           

          
            
              	

                    	1.	
                      The assignment of the Executive to a position that is materially inconsistent with the Executive’s authorities, duties, responsibilities, and status (including reporting relationships) as an employee
                        of the Company, or a material reduction or change in the nature or status of the Executive’s authorities, duties, or responsibilities from those in effect immediately preceding a Change-in-Control;

                    


            

          

           

          
            
              	

                    	2.	
                      The Company requires the Executive to be based at a location which is at least fifty (50) miles further from the Executive’s current primary residence than such residence is from the Executive’s
                        current job location, except for required travel on Company business to an extent substantially consistent with the Executive’s business obligations immediately preceding the Change-in-Control;

                    


            

          

          
            6

            
              


          

          
            
              	

                    	3.	
                      A reduction by the Company in the Executive’s Base Salary in effect on the date preceding the Change-in-Control;

                    


            

          

           

          
            
              	

                    	4.	
                      A material reduction in the Executive’s level of participation in any of the Company’s short- and/or long-term incentive compensation plans, employee benefit or retirement plans, policies, practices, or arrangements in which the
                        Executive participates from the levels in place during the fiscal year immediately preceding the Change-in-Control; provided, however, that reductions in the levels of participation in any such plans shall not be deemed to be “Good
                        Reason” if the Executive’s reduced level of participation in each such program remains substantially consistent with the average level of participation of other executives who have positions commensurate with the Executive’s
                        position; or

                    


            

          

           

          
            
              	

                    	5.	
                      The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform its obligations under this Agreement.

                    


            

          

           

          
            
              	(f)	
                      “Termination for Cause” means a decision by the Company to terminate the Executive’s employment for (i) violation of an ELG covenant, (ii) conduct involving a felony criminal offense under U.S. federal or state law or an
                        equivalent violation of the laws of any other  country, (iii) dishonesty, fraud, self-dealing, or material violations of civil law in the course of fulfilling the Executive’s employment duties; (iv) breach of the Executive’s
                        intellectual property agreement or other written agreement with the Company; or (v) willful misconduct injurious to the Company, as determined by the Committee.

                    


            

          

           

          Change-in-Control

           

          In the event of a Change-in-Control or restructuring of the Corporation, the Committee may, in its sole discretion, take certain actions with respect to outstanding Awards to assure fair and equitable
              treatment of LTIP Award recipients. Such actions may include the 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.

          

          

          Awards Not to Affect or Be Affected by Certain Transactions

           

          RSU Awards shall not in any way affect the right or power of the Corporation or its shareowners to effect: (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, shares of stock preferred to, or otherwise affecting the Common Stock of the Corporation or the
            rights of the 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.

           

          Right of Offset

          

          

          The ELG RSU Retention Award will be offset and reduced by the full amount (if any) of cash severance benefits that the Recipient may separately be entitled to receive from the Company based on any employment agreement, contractual
            obligation, or statutory scheme, including mandated termination indemnities or similar benefits.

          
            7

            
              


          

          Taxes/Withholding

           

          Recipient is responsible for all income taxes, social insurance, payroll tax, payment on account or other tax-related items attributable to any Award (“Tax-Related Items”).  The closing price of Common Stock on the New York Stock Exchange on
            the vesting date will be used to calculate income realized from the vesting of RSUs.  The Company shall take such steps as are appropriate to satisfy the obligations with regard to Tax-Related Items.  The Company shall have the right to deduct
            directly from any payment or delivery of shares due to recipient or from recipient’s regular compensation to effect compliance with all Tax-Related Items including withholding and reporting with respect to the vesting of any RSU.  Acceptance of
            an Award constitutes affirmative consent by recipient to such withholding.  Recipient acknowledges that the ultimate liability for all Tax-Related Items is and remains recipient’s responsibility and may exceed the amount actually withheld by
            the Company. Further, if recipient has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, recipient acknowledges that the Company may be required to withhold or account for
            Tax-Related Items in more than one jurisdiction.  In those countries where there is no withholding on account of such Tax-Related Items, recipients must pay the appro-priate taxes as required by any country where they are subject to tax.  In
            those instances where Company is required to calculate and remit withholding on Tax-Related Items after shares have already been delivered, recipient shall pay the Company any amount of Tax-Related Items that Company is required to account for.
            The Company may refuse to distribute an Award if Recipient fails to comply with his or her obligations in connection with Tax-Related Items.

           

          Vesting / Taxes Due

           

          If recipient is subject to tax in the U.S., the value of the Award as of the Vesting Date will be subject to FICA withholding in that same calendar year.  If recipient is responsible for a Tax-Related Item in a country outside the U.S. (“Foreign Country”) and if pursuant to the rules regarding such Tax-Related Item in such Foreign Country, recipient will be
              liable for such Tax-Related Item prior to the date that recipient is issued shares pursuant to this Award, the Committee, in its discretion, may accelerate vesting and settlement of a portion of the Award to the extent necessary to pay the
              foreign Tax-Related Items due (and any applicable U.S. income taxes due as a result of the acceleration of vesting and settlement) but only if such acceleration does not result in taxation under Section 409A (as permitted under Treasury
              Regulation Section 1.409A-3(j)(4)(xi)).

           

          Nonassignability

           

          Unless otherwise prescribed by the Committee, no assignment or transfer of any right or interest of a Recipient in any RSU, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted except by will or the laws of
            descent and distribution. Any attempt to assign such rights or interest shall be void and without force or effect.

           

          Nature of Payments

          

          

          All Awards made pursuant to the LTIP are in consideration of services performed for the Company. 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 Company. RSUs will not be funded by the Corporation. In this regard, a Recipient’s rights to RSUs are those of a general unsecured creditor of the Corporation.

          
            8

            
              


          

          Right of Discharge Reserved

           

          Nothing in the LTIP or in any RSU Award shall confer upon any recipient the right to continued employment or service for any period of time, or affect any right that the Company may have to terminate the
            employment or service of such recipient at any time for any reason.

           

          Administration

           

          Awards granted pursuant to the LTIP shall be interpreted and administered by the Committee. The Committee shall establish such procedures as it deems necessary and appropriate to administer Awards in a manner
            that is consistent with the terms of the LTIP. The Committee’s decision on any matter related to an Award shall be binding and conclusive.

           

          Under the LTIP, subject to certain limitations, the Committee has delegated to the Chief Executive Officer the authority to grant Awards, and has further delegated the authority to administer and interpret Awards to the Executive Vice
            President & Chief Human Resources Officer, and to such subordinates as he or she may further delegate. Awards to employees of the Company who are either reporting persons under Section 16 of the Securities Exchange Act of 1934 (“Insiders”)
            or members of the Company’s Executive Leadership Group will be granted, administered, and interpreted exclusively by the Committee.

          

          

          Data Privacy

           

          The Corporation maintains electronic records for the purpose of administering the LTIP and individual Awards.  In the normal course of plan administration, electronic data may be transferred to different sites
            within the Company and to outside service providers.  Acceptance of an Award constitutes consent by the recipient to the collection, use, processing, transmission, and holding of personal data, in electronic or other form, as required for the
            implementation, administration, and management of this Award and the LTIP by the Company or its third party administrators within or outside the country in which the recipient resides or works.  All such collection, use, processing,
            transmission, and holding of data will comply with applicable privacy protection requirements.

           

          Government Contract Compliance

           

          The Company’s Policy on “Business Ethics and Conduct in Contracting with the United States Gov-ernment” calls for compliance with the letter and spirit of government contracting laws and
            regulations. In the event of a violation of government contracting laws or regulations, the Committee reserves the right to revoke any outstanding Award.

           

          Interpretations

           

          This Schedule of Terms and each Award Statement are subject in all respects to the terms of the LTIP and ELG Program materials. In the event that any provision of this Schedule of Terms or any Award Statement is inconsistent with the terms
            of the LTIP or ELG Program materials, the terms of the LTIP and ELG Program materials shall govern. The ELG Program materials may impose additional obligations or restrictions beyond the terms of the LTIP.  Any question of administration or
            interpretation arising under the Schedule of Terms or any Award Statement shall be determined by the Committee or its delegate, and such determination shall be final and conclusive upon all parties in interest.  If this Schedule of Terms or any
            other document related to this Award is translated into a language other than English and a conflict arises between the English and translated version, the English version will control.

          
            9

            
              


          

          Governing Law

          

          

          The LTIP, this Schedule of Terms and the Award Statement shall be governed by and construed in accordance with the laws of the State of Delaware.

          

          

          Additional Information

          

          

          Questions concerning the LTIP or Awards and requests for Plan documents shall be directed to:

          

          

          Stock Plan Administrator

          stockoptionplans@utc.com

          

          

          or

          

          

          United Technologies Corporation

          Attn: Stock Plan Administrator

          4 Farm Springs, M/S 4FS-2

          Farmington, CT  06032

          

          

          The Corporation and/or its approved Stock Plan Administrator will send any Award-related communications to the Recipient’s email address or physical address on record.  It is the responsibility of the Recipient to ensure that both the e-mail
            and physical address on record are up-to-date and accurate at all times to ensure delivery of Award-related communications.

          
            10

            
              


          

          
          

          

          

          ELG RSU Retention Award Schedule of Terms

          Attachment A

          

          

          ELG RSU RETENTION AWARD VESTING AGREEMENT

          

          

          This VESTING AGREEMENT, is entered into between _______________ (hereinafter, the “Executive”), and UNITED TECHNOLOGIES CORPORATION, a Delaware corporation, with an office
            and place of business at Farmington, Connecticut (United Technologies Corporation and all its subsidiaries, divisions and affiliates are hereinafter referred to as the “Company”).

          

          

          WHEREAS, the Executive and the Company agree that the Executive’s employment with the Company will terminate; and

          

          

          WHEREAS, the parties wish to set forth their mutual understanding concerning the terms and conditions relative to the termination of the Executive’s employment with the
            Company; and

          

          

          WHEREAS, the Executive has committed to membership in the Company’s Executive Leadership Group (the “ELG”), which commitment signifies, among other things, the Executive’s
            acceptance of the terms and conditions of the ELG Program, including, specifically, the terms and conditions of the ELG Restricted Stock Unit Retention Award (the “ELG RSU Award”) set forth in the Schedule of Terms of such Award;

          

          

          NOW, THEREFORE, it is hereby mutually agreed as follows:

          

          

          	1.	(a)	The Executive’s employment with the Company will terminate effective ___________ (the “Termination Date”).


          

          

          
            
              	

                    	(b)	
                      The parties agree that the termination of the Executive’s employment is a Qualifying Separation, with completion of at least three years of service as an ELG member, entitling the Executive to vest in
                        the ELG RSU Award (the “ELG RSU Retention Award”) as of the later of the Executive’s Termination Date or the date of this Agreement (the “Vesting Date”).  Vesting is subject to
                        continued compliance with the obligations set forth in Section 4 of this Agreement.

                    


            

          

          

          

          	2.	(a)	Effective as of the Vesting Date, the number of ELG RSUs awarded, including dividend equivalents will convert into an equal number of shares of UTC Common Stock, less the number of shares
                  withheld to pay taxes.  The net number of shares will be transferred to an account in the Executive’s name on the records of UTC’s stock transfer agent, Computershare Trust Company.  The Executive acknowledges [his/her] understanding that the vesting of this ELG RSU Award will occur in consideration of [his/her] agreements and obligations set forth in this Agreement and the ELG RSU Award.


          
            A-1

            
              


          

          
            

            

          

          
            
              	

                    	(b)	
                      The Executive understands and agrees that the value of the ELG RSU Award will not be treated as compensation for any purpose under any of the retirement, savings, severance or other employee benefit
                        plans in which [he/she] participated.

                    


            

          

          

          

          	3.	(a)	The Executive hereby agrees to release the Company, its subsidiaries, divisions, present or former employees, officers and directors from all claims or demands the Executive may have arising
                  from or related to [his/her] employment with the Company or the termination of that employment.  This includes a release of any rights or claims the Executive may have under the Age Discrimination
                  in Employment Act of 1967, as amended from time to time, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national
                  origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act which prohibits discrimination on the basis of handicap; the Employee Retirement Income
                  Security Act of 1974, as amended, which prohibits discrimination on the basis of eligibility to receive benefits and any other federal, state or local laws or regulations prohibiting employment discrimination.  This release also includes
                  a release by the Executive of any claims or actions for wrongful discharge based on statute, regulation, contract, tort, common or civil law or otherwise.


          

          

          
            
              	

                    	(b)	
                      This Release covers all claims based on any facts or events, whether known or unknown by the Executive that occurred on or before the effective date of this Agreement.  The Executive will notify the
                        Company of any claims that may arise after the effective date of this Agreement but before the Termination Date and ratify the release and waiver, effective as of the Termination Date, following resolution of any claims as a
                        pre-condition to receiving the benefits provided for in Section 2 herein.

                    


            

          

          

          

          
            
              	

                    	(c)	
                      This Release does not include a release of the Executive’s rights to any pension, deferred compensation, health or similar benefits to which [he/she] may be
                        entitled in accordance with the terms of the Company employee benefit plans in which [he/she] participated.

                    


            

          

          

          

          
            
              	

                    	(d)	
                      Nothing in this Agreement shall be construed to prohibit the Executive from filing a charge with, or participating in, any investigation or proceeding by the U.S. Equal Employment Opportunity Commission (EEOC) or comparable
                        governmental agency.  The Executive agrees, however, to waive the right to recover monetary damages in any charge, complaint or lawsuit filed by [him/her] or on [his/her] behalf with respect any claims released in Section 3 of this Agreement.

                    


            

          

          
            A-2

            
              


          

          
            

          

          

          

          
            
              	

                    	(e)	
                      The Executive understands and agrees that the vesting and distribution of the ELG RSU Award distributed pursuant to this Agreement is in full and complete satisfaction of all obligations due [him/her] by the Company and that no other obligations are due [him/her] under the ELG Program. The Executive further aclnowledges that [he/she] shall not be entitled to any additional severance payments or payments in lieu of vacation, holiday or other fringe benefits under the ELG or any other Company program. The Executive
                        further agrees that the ELG RSU Award shall be offset and reduced by the full amount (if any) of cash severance benefits that the Executive may separately be entitled to receive from the Company based on any employment agreement,
                        contractual obligation or statutory scheme, including mandated termination indemnities or similar benefits.

                    


            

          

          

          

          
            
              	

                    	(f)	
                      Following the Termination Date, the Executive agrees that [he/she] will cooperate with the Company with respect to matters that involved [him/her] during the course of [his/her] employment if such cooperation is deemed necessary or appropriate by the Company.

                    


            

          

          

          

          
            
              	

                    	(g)	
                      The Executive agrees to resign from all committees, boards, associations and other organizations, both internal and external, to which the Executive currently belongs in [his/her] capacity as a Company executive, except as mutually agreed with the Company.  Following the Termination Date, the Executive will be free to join boards and affiliate with organizations provided that such
                        affiliation will not violate or conflict with any of [his/her] obligations set forth in Section 4 of this Agreement.

                    


            

          

          

          

          
            	 	
                    (h)

                  	
                    The Executive is encouraged, at [his/her] own expense, to consult with an attorney before signing this Agreement and acknowledges that [he/she] was offered sufficient time to consider it.

                  


          

          

          

          
            
              	

                    	(i)	
                      The Executive may revoke this Agreement within seven (7) days of the date of the Executive’s signature.  Revocation can be made by delivering a written notice of revocation to [ ____ ], Executive Vice President & Chief Human Resources Officer, United Technologies Corporation, 10 Farm Springs, Farmington, CT 06032.  For this revocation to be effective, [____] must receive written notice no later than close of business on the seventh (7th) day after the Executive signs this Agreement.  If the Executive revokes this Agreement, it shall not be
                        effective or enforceable and the Executive will not vest in the ELG RSU Award or receive any other benefits described herein and agrees to immediately repay to the Company the value of any benefits provided prior to revocation.

                    


              
                A-3

                
                  


              

            

          

          
            

          

          

          

          
            
              	4.	
                      In consideration of the benefits of membership in the ELG and the ELG RSU Award, the Executive has agreed to certain restrictive covenants effective during the course of [his/her] employment and additional restrictive covenants that become effective upon the termination of his employment and the vesting of his ELG RSU Award (the “ELG Covenants”). The Executive hereby acknowledges and
                        affirms [his/her] ELG Covenants and makes the following representations to and agreements with the Company:

                    


            

          

          

          

          
            
              	

                    	(a)	
                      During a period beginning on the date hereof and extending for three years after the Termination Date, the Executive will not directly or indirectly, in any capacity or manner, make any statements of
                        any kind (or cause, further, assist, solicit, encourage, support or participate in the foregoing), whether verbal, in writing, electronically transferred or otherwise,  or disclose any items of information which are or may
                        reasonably be construed  to be derogatory, critical of, or adverse to the interests of the Company.  The Executive agrees that [he/she] will not disparage the Company, its executives,
                        directors or products.

                    


            

          

          

          

          
            
              	

                    	(b)	
                      The Executive acknowledges that in the course of [his/her] employment with the Company [he/she] has acquired Company
                        Information and that such Company Information has been disclosed to [him/her] in confidence and for the Company’s use only.  The Executive agrees that, except as [he/she] may otherwise be directed under this Agreement or as required by law, regulation or legal proceeding, [he/she] (i) will keep such Company Information confidential at
                        all times, (ii) will not disclose or communicate Company Information to any third party and (iii) will not make use of Company Information on his own behalf or on behalf of any third party.  In the event that the Executive becomes
                        legally compelled to disclose any Company Information, it is agreed that the Executive will provide the Company with prompt written notice of such request(s) so that the Company may seek a protective order or other appropriate legal
                        remedy to which it may be entitled.  In view of the nature of the Executive’s employment and the sensitive nature of Company Information which the Executive has received during the course of [his/her] employment,



                        the Executive agrees that any unauthorized disclosure to third parties of Company Information or other violation, or threatened violation, of this Agreement would cause irreparable damage to the trade secret, confidential or
                        proprietary status of Company Information and to the Company.  Therefore, in that event the Company shall be entitled to an injunction prohibiting the Executive from any such disclosure, attempted disclosure, violation or threatened
                        violation.  When Company Information becomes generally available to the public other than by the Executive’s acts or omissions, it is no longer subject to the restrictions in this paragraph.

                    


              
                A-4

                
                  


              

            

          

          
            

          

          

          

          
            
              	

                    	(c)	
                      To further ensure the protection of Company Information, the Executive agrees that for a period of three (3) years [Alternative
                          clause: one year in the event of a Change in Control Termination] after [his/her] Termination



                          Date, [he/she] will not accept employment in any form (including entering into consulting relationships or similar
                          arrangements) with a business which: (i) competes directly or indirectly with [any of the Company’s businesses (applies to corporate executives)] [the Executive’s
                          business unit (includes current and past business units)]; or (ii) is a material customer of or a material supplier to [any of
                          the Company’s businesses] [the Executive’s business unit], unless the Executive has obtained the written consent of the Executive Vice President & Chief Human Resources Officer or [his/her] successor, which consent shall be granted or withheld in his sole discretion.  The
                          Executive acknowledges that the ELG RSU Award vested and distributed pursuant to this Agreement constitutes full and adequate consideration for the Executive’s obligations set forth in this paragraph (4)(d).  The parties agree
                          that the terms of this paragraph are reasonable.  However, if any portion of this paragraph is held by competent authority to be unenforceable, this paragraph shall be deemed amended to limit its scope to the broadest scope that
                          such authority determines is enforceable, and as so amended shall continue in effect. committee

                    


            

          

          

          

          
            
              	

                    	(d)	
                      For a period of two (2) years following the Termination Date, [Alternative clause: one year following a Change in Control
                          Termination] the Executive will not initiate, cause or allow to be initiated (under those conditions which [he/she] controls) any action which would reasonably be expected to encourage or to induce any employee of the Company or any of its affiliated entities to leave the employ of the Company or its affiliated
                          entities.  In this regard, the Executive agrees that [he/she] will not directly or indirectly recruit any Company executive or other employee or provide any information or make
                        referrals to personnel recruitment agencies or other third parties in connection with Company executives and other employees.

                    


            

          

          

          

          
            
              	

                    	(e)	
                      The Executive acknowledges that the Intellectual Property Agreement between [him/her] and the Company will continue in full force and effect following the
                        Termination Date.

                    


            

          

          

          

          
            
              	5.	
                      The Company represents to the Executive that it is fully authorized and empowered to enter into this Agreement, and that it will safeguard this Agreement and its terms from public disclosure with the
                        same degree of care with which the Company protects its proprietary information.

                    


            

          

          

          

          
            
              	6.	
                      The obligations of the parties hereto are severable and divisible.  In the event any provision hereunder is determined to be illegal or unenforceable, the remainder of this Agreement shall continue in
                        full force and effect.

                    


              
                A-5

                
                  


              

            

          

          
            

          

          

          

          
            
              	7.	
                      In addition to any other rights the Company may have, should the Executive breach any of the terms of this Agreement, the Company will have the right to recover the value realized from the ELG RSU
                        Award and any other benefits provided hereunder, the amount of such recovery to be determined relative to the damages caused by the breach.  Such action by the Company will not be taken capriciously and will have no effect on the
                        Release and Waiver contained in this Agreement.

                    


            

          

          

          

          
            
              	8.	
                      Any dispute arising between the Company and the Executive with respect to the validity, performance or interpretation of this Agreement shall be submitted to and determined in binding arbitration in
                        Farmington, Connecticut, for resolution in accordance with the rules of the American Arbitration Association, modified to provide that the decision by the arbitrator shall be binding on the parties; shall be furnished in writing,
                        separately and specifically stating the findings of fact and conclusions of law on which the decision is based; shall be kept confidential by the arbitrator and the parties; and shall be rendered within 60 days following empanelment
                        of the arbitrator.  Costs of the arbitration shall be borne by the party that does not prevail.  The arbitrator shall be selected in accordance with the rules of the American Arbitration Association.

                    


            

          

          

          

          
            
              	9.	
                      This Agreement shall be subject to and governed by the laws of the State of Connecticut, USA.

                    


            

          

          

          

          
            
              	10.	
                      This Agreement constitutes the entire agreement between the parties and supersedes all previous communications between the parties with respect to the subject matter of this Agreement.  No amendment
                        to this Agreement shall be binding upon either party unless in writing and signed by or on behalf of such party.

                    


            

          

          

          

          
            
              	11.	
                      Any notice under this agreement shall be in writing and addressed to the Executive at [his/her] home address of record at the Company and to the Company as
                        follows:

                    


            

          

          

          

          	 	
                  United Technologies Corporation

                
	 	
                  10 Farm Springs Road

                
	 	
                  Farmington, CT  06032

                
	 	
                  Attention: Executive Vice President &

                
	 	
                  Chief Human Resources Officer

                


          

          

          Either party may change its address for notices by giving the other party notice of the change.

          
            A-6

            
              


          

          
            

          

          

          

          
            
              	12.	
                      The Company reserves the right to withhold applicable taxes from any amounts paid pursuant to this Agreement to the extent required by law.  The Executive, or [his/her] estate,



                        shall be responsible for any and all tax liability imposed on amounts paid hereunder.

                    


            

          

          

          

          
            
              	13.	
                      Capitalized terms in this Agreement, not otherwise defined herein, are defined in the Schedule of Terms applicable to this ELG RSU Award, or the UTC Long Term Incentive Plan, as amended and restated.

                    


            

          

          

          

          
            
              	14.	
                      If and to the extent any payment or benefit provided herein is determined to be deferred compensation within the meaning of Section 409A, such payment or benefit will provided in a manner that
                        complies with Section 409A.

                    


            

          

          

          

          
            
              	15.	
                      The Executive states that [he/she] has read this Agreement, including the Release and Waiver contained herein, fully understands its content and effect, and
                        without duress or coercion, knowingly and voluntarily assents to its terms.

                    


            

          

          

          

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement which shall be effective as of the date of the Executive’s signature below.

          

          

          UNITED TECHNOLOGIES CORPORATION

          

          

          	
                  By:

                	

                	 	
                  By:

                	

                
	 	
                  [Name]

                	 	

                	
                  [Name of Executive]

                
	 	
                  Executive Vice President and

                  
                    Chief Human Resources Officer

                  

                	 	 	

                


          

          

          	
                  Date:

                	 	 	
                  Date:

                	 	 


          

          

          

          

          
            A-7

            
              


          

          
          
            
              United Technologies Corporation

              2018 Long-Term Incentive Plan

               

              Executive Leadership Group

              Restricted Stock Unit Retention

              Award

               

              Schedule of Terms

               

              (Rev. April 1, 2019)

               

              This Schedule of Terms describes the material features of the Participant’s Executive Leadership Group Restricted Stock Unit Retention Award (the “ELG RSU Retention Award” or the “ELG RSU Award”) granted under the United Technologies
                Corporation 2018 Long-Term Incentive Plan (the “LTIP”), subject to this Schedule of Terms, the Award Agreement and the terms and conditions set forth in the LTIP and the ELG Program.  The LTIP Prospectus contains further information about
                the LTIP and this ELG RSU Award and is available on the Company’s internal employee website and at www.ubs.com/onesource/UTX.

              
                1

                
                  


              

              United Technologies Corporation (the “Corporation”) has awarded the Executive designated in the Award Statement (the “Participant” or the “Executive”), who has accepted membership in the Corporation’s Executive Leadership Group (the
                “ELG”), with Restricted Stock Units (the “ELG RSU Retention Award” or the “ELG RSU Award”) pursuant to the LTIP.

               

              Certain Definitions

               

              A Restricted Stock Unit (an “RSU”) represents the right to receive one share of Common Stock of the Corporation (“Common Stock”) (or a cash payment equal to the Fair Market Value thereof).  RSUs
                  generally vest and are converted into shares of Common Stock if the Participant remains employed by the Company as a member of the ELG and experiences a Qualifying Separation from the Company with at least three years of ELG service (see
                  “Vesting” below). “Company” means the Corporation, together with its subsidiaries, divisions and affiliates.  For the avoidance of doubt, absences from employment by reason of notice periods, garden leaves, or similar paid leaves
                associated with a Termination of Service shall not be recognized as service in determining vesting of an Award or the Termination Date for a Qualifying Separation.  “Committee” means the Compensation
                  Committee of the Board. Capitalized terms not otherwise defined in this Schedule of Terms have the same meaning as defined in the LTIP or the ELG Program materials.

               

              Acknowledgement and Acceptance of Award

               

              The number of RSUs awarded is set forth in the Award Agreement. The Participant must affirmatively acknowledge and accept the terms and conditions of the ELG RSU Award within 150 days following the Grant
                Date. A failure to acknowledge and accept the ELG RSU Award within such 150-day period will result in forfeiture of the ELG RSU Award, effective as of the 150th day following the Grant Date.

               

              Participants must acknowledge and accept the terms and conditions of this ELG RSU Award electronically via the UBS One Source website at www.ubs.com/onesources/UTX.
                Participants based in certain countries may be required to acknowledge and accept the terms and conditions of this ELG RSU Award by signing and returning the designated hard copy portion of the Award Agreement to the Stock Plan
                Administrator. These countries currently include Russia, Turkey, Hungary, and Slovenia.

               

              Dividend Equivalents

               

              RSUs granted under this Award will earn dividend equivalent units each time the Corporation pays a cash dividend to Common Stock shareholders of record. Dividend equivalents will be credited as additional
                RSUs to Awards outstanding on the dividend payment date and will be eligible to vest under the same terms as the underlying RSUs. The number of additional RSUs that will be credited on any dividend payment date will equal (1) the per share
                cash dividend amount, multiplied by (2) the number of RSUs subject to the RSU Award (including RSUs resulting from prior dividend equivalents), divided by (3) the Fair Market Value of a share of Common Stock on the dividend payment date,
                rounded down to the nearest whole number of RSUs.

              
                2

                
                  


              

              Vesting

               

              RSUs vest upon a Qualifying Separation from the Company with completion of at least three years of service as a member of the ELG (the “Vesting Date”), and in the event of Death. A “Qualifying
                  Separation” means and includes a Mutually Agreeable Termination, a Change-in-Control Termination or retirement at age 62 or later, as defined in Attachment A of the ELG Program materials.

               

              

              Vesting is subject to entering into the ELG RSU Retention Award Vesting Agreement set forth in Attachment A of this Schedule of Terms (or similar form at the sole discretion of the
                Corporation) and continued compliance with ELG covenants.

               

              RSUs may also be forfeited and value realized from previously vested RSUs may be recouped by the Company under certain circumstances (see “Forfeiture of Award and Repayment of Realized Gains” below).

               

              No Shareowner Rights

               

              An RSU is the right to receive a share of Common Stock in the future (or a cash payment equal to the Fair Market Value), subject to continued employment, membership in the ELG, and
                certain other conditions. The holder of an RSU has no voting or other rights accorded to owners of Common Stock, unless and until RSUs are converted into shares of Common Stock.

               

              Payment / Conversion of RSUs

               

              Vested RSUs will be converted into shares of Common Stock to be delivered to the Participant as soon as administratively practicable following the vesting date. RSUs may instead be paid in cash if the
                Committee so determines, including where local law restricts the distribution of Common Stock.

               

              In the event payment is required under local law for enforcement of the ELG non-compete covenants, the Participant agrees that the Company may structure distribution of the ELG RSU Award to satisfy local
                requirements, which may include adjustments to method, form and timing, provided such payments are not subject to IRC Section 409A.

               

              Death

               

              If the Participant dies while actively employed by the Company, all RSUs will vest as of the date of death and be converted to shares of Common Stock to be delivered to the Participant’s estate, net of
                taxes (where applicable) as soon as administratively practicable.

               

              Adjustments

               

              If the Corporation engages in a transaction effecting its capital structure, such as a merger, distribution of a special dividend, spin-off of a business unit, stock split, subdivision or consolidation of
                shares of Common Stock or other events effecting the value of Common Stock,  RSU awards may be adjusted as determined by the Committee, in its sole discretion.

               

              Further information concerning capital adjustments is set forth in Section 3(e) of the LTIP, which can be located at www.ubs.com/onesource/UTX.

              
                3

                
                  


              

              ELG Covenants

               

              Entering into the Executive Leadership Group Agreement and acceptance of the ELG RSU Award constitutes agreement and acceptance by the Participant of the following ELG covenants:

               

              • Pre-Vesting Date Covenants

               

              
                
                  	

                        	(a)	
                          During the period of the Participant’s employment, and following termination of employment, the Participant agrees to protect and to not disclose “Company Information” until the information has become public (through no
                            action on the part of the Participant) or is no longer material or relevant to the Company.

                        


                

              

               

              “Company Information” means (i) confidential or proprietary information including without limitation information received from third parties under confidential or proprietary conditions; (ii) information
                subject to the Company’s attorney-client or work-product privilege; and (iii) other technical, business or financial information, the use or disclosure of which might reasonably be construed to be contrary to the Company’s interests.

               

              
                
                  	

                        	(b)	
                          During the period of the Participant’s employment, and for a period of two years following termination of employment, the Participant agrees to not initiate, cause or allow to be initiated (under those conditions which he or
                            she controls) any action which would reasonably be expected to encourage or to induce any employee of the Company or any of its affiliated entities, or any individual who had been an employee of the Company or any of its
                            affiliated entities within the previous three months, to leave the employ of the Company or its affiliated entities. In this regard, the Participant agrees that he or she will not directly or indirectly recruit any executive or
                            other employee of the Company (or individual who had been an employee of the Company within the previous three months) or provide any information or make referrals to personnel recruitment agencies or other third parties in
                            connection with executives of the Company and other employees (or individual who had been employees of the Company within the previous three months).

                        


                

              

               

              
                
                  	

                        	(c)	
                          During the period of the Participant’s employment, and for a period of one year following termination of employment, the Participant agrees not to accept employment in any form (including entering into consulting
                            relationships or similar arrangements) with any business that: (i) engages in activities that compete directly or indirectly with any of the Company’s businesses; or (ii) is a material customer of or a material supplier to any
                            of the Company’s businesses unless the Participant has first obtained the consent of the Chief Human Resources Officer, which consent shall be granted or withheld in his or her sole discretion.

                        


                

              

               

              • Post-Vesting Date Covenants

               

              
                
                  	

                        	(a)	
                          The Pre-Vesting Date Covenant described in (a) above remains in full effect and the Pre-Vesting Date Covenants described in (b) and (c) above will remain in effect, for two years and one year respectively, as detailed above
                            following the Vesting Date.

                        


                

              

               

              
                
                  	

                        	(b)	
                          To further ensure the protection of Company Information, the Participant agrees not to accept employment in any form (including entering into consulting relationships or similar arrangements) for an additional one year period
                            which shall run consecutive to the one year Pre-Vesting Date Covenant referenced above, for a total two-year noncompetition period following the Vesting Date with any business that: (i) engages in activities that compete
                            directly or indirectly with any of the Company’s businesses; or (ii) is a material customer of or a material supplier to any of the Company’s businesses unless the Participant has first obtained the consent of the Chief Human
                            Resources Officer, which consent shall be granted or withheld in his or her sole discretion.

                        


                

              

              
                4

                
                  


              

              
                
                  	

                        	(c)	
                          For a period of two-years following the Vesting Date, the Participant will not directly or indirectly, in any capacity or manner, make any statements of any kind (or cause, further, assist, solicit, encourage, support or
                            participate in the foregoing), whether verbal, in writing, electronically transferred or otherwise, or disclose any items of information which, in either case are or may reasonably be construed to be derogatory, critical or
                            adverse to the interests of the Company. The Participant agrees that he or she will not disparage the Company, its executives, directors or products.

                        


                

              

               

              The Participant agrees that the terms of the foregoing restrictions are reasonable and that the value of ELG RSU Retention Award is reasonable consideration for accepting such restrictions and forfeiture contingencies. However, if any
                portion of this section is held by competent authority to be unenforceable, this section shall be deemed amended to limit its scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in
                effect.

               

              The Participant acknowledges that ELG benefits received under the ELG program, and the ELG RSU Retention Award, shall constitute compensation in satisfaction of these covenants.  Further, in the event payment is required under local law for enforcement of the non-compete covenant, the Participant agrees that the Company may structure payments and/or distribution of the ELG RSU Award, or
                  payments in lieu thereof, to satisfy local requirements, which may include adjustments to method, form and timing, provided such payments are not subject to IRC Section 409A.

               

              The ELG covenants set forth in this Schedule of Terms are in addition to other obligations and commitments of the ELG program, the terms and conditions of the LTIP and the Participant’s intellectual property agreement with the Company
                (and as each may be amended from time to time).

               

              Specified Employees

               

              If a Participant is a “specified employee” within the meaning of Section 409A of the Code (i.e., generally the fifty highest paid employees, as determined by the Company) at the time of the
                  Participant’s Qualifying Separation, then to the extent necessary to avoid the application of any additional tax or penalty under IRC Section 409A and consistent with the terms of the Plan, RSUs will be held in the Participant’s UBS
                  account and will vest on the first day of the seventh month following the later of the Participant’s Qualifying Separation or the signing of the ELG RSU Retention Award Vesting Agreement set
                  forth in Attachment A of this Schedule of Terms (or similar form at the Company’s discretion). Upon vest, RSUs will convert into an equal number of
                  shares of Common Stock (or cash).  The value of the RSUs will be determined as of the vest date.

              
                5

                
                  


              

              Forfeiture of Award and Repayment of Realized Gains

               

              The ELG RSU Retention Award will be immediately forfeited and the Participant will be obligated to repay to the Company the value realized from a vested ELG RSU Award upon the occurrence of any of the following events:

               

              
                
                  	■	
                          Membership in the ELG ceases. While an employee of the Company, Participant’s membership in the ELG ceases for any reason.

                        


                

              

               

              
                
                  	■	
                          Non-mutual termination.  Participant terminates employment and the Company wants to retain Participant’s services.

                        


                

              

               

              
                
                  	■	
                          Violation of ELG Covenants.  Participant violates any of the ELG Covenants.

                        


                

              

               

              
                
                  	■	
                          Self-dealing. Participant engages in conduct which serves his or her own personal interests at the expense of the Company, or permit others to do so.

                        


                

              

               

              
                
                  	■	
                          Financial restatement.  A restatement of financial results attributable to Participant’s actions, whether intentional or negligent.

                        


                

              

               

              
                
                  	■	
                          Improper or criminal conduct. Participant’s discharge results from actions (or omissions) which Participant did not reasonably believe to be in the best interests of the Company. 
                            Participant must not engage in conduct that is fraudulent, dishonest, or violates federal, state or local law.

                        


                

              

               

              
                
                  	■	
                          Termination for Cause. Participant’s termination results from facts or circumstances that constitute a Termination for Cause as defined herein; or if following termination, the Company
                            determines within three years that Participant engaged in conduct that would have constituted the basis for a Termination for Cause.

                        


                

              

               

              ELG Definitions

               

              For purposes of the Executive Leadership Group RSU Retention Award, the following terms shall have the meanings ascribed to them in Attachment A of the ELG Program materials: Qualifying Separation,
                  Mutually Agreeable Termination, Change-in-Control Termination, Good Reason, and Termination for Cause.

               

              Change-in-Control

               

              In the event of a Change-in-Control or restructuring of the Company, the Committee may, in its sole discretion, take certain actions with respect to outstanding Awards to assure fair and equitable
                  treatment of LTIP Participants. Such actions may include the acceleration of vesting, canceling an outstanding Award in exchange 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.

               

              Awards Not to Affect Certain Transactions

               

              RSU Awards do not in any way affect the right of the Corporation or its shareowners to effect: (i) any adjustments, recapitalizations, reorganizations or other changes in the
                Corporation’s capital or business structure; (ii) any merger or consolidation of the Corporation; (iii) any issue of bonds, debentures, shares of stock preferred to, or otherwise affecting the Common Stock of the Corporation or the rights
                of the holders of such Common Stock; (iv) the dissolution or liquidation of the Corporation; (v) any sale or transfer of all or any part of its assets or business; or (vi) any other corporate act or proceeding.

              
                6

                
                  


              

              Right of Offset

               

              The ELG RSU Retention Award will be offset and reduced by the full amount (if any) of cash severance benefits that the Participant may separately be entitled to receive from the Company based on any employment agreement, contractual
                obligation, or statutory scheme, including mandated termination indemnities or similar benefits.  In the event of such an offset, the Participant’s commitments under the ELG remain in full force and effect.

               

              Taxes / Withholding

               

              The Participant is responsible for all income taxes, social insurance contributions, payroll taxes, payment on account or other tax-related items attributable to any Award (“Tax-Related Items”). The Fair Market Value of Common Stock on
                the New York Stock Exchange on the date the taxable event occurs will be used to calculate taxable income realized from the RSUs. The provisions of Section 14(d) (Required Taxes) of the LTIP apply to this Award; provided that, if the
                Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, as amended, at that the time that a taxable event occurs, then the Company’s withholding obligations with respect to such taxable event will be
                satisfied by the Company withholding shares of Common Stock, subject to the ELG RSU Award having a Fair Market Value on the date of withholding equal to or greater than the amount required to be withheld for tax purposes (calculated using
                the minimum statutory withholding rate, except as otherwise approved by the Committee). The Company shall have the right to deduct directly from any payment or delivery of shares due to Participant or from Participant’s regular compensation
                to effect compliance with all Tax-Related Items including withholding and reporting with respect to the vesting of any RSU.  Acceptance of an Award constitutes affirmative consent by Participant to such reporting and withholding. The
                Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. Further, if the Participant has become subject to tax
                in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 
                In those countries where there is no withholding on account of such Tax-Related Items, Participants must pay the appro-priate taxes as required by any country where they are subject to tax.  In those instances where the Company is required
                to calculate and remit withholding on Tax-Related Items after shares have already been delivered, the Participant shall pay the Company any amount of Tax-Related Items that the Company is required to pay. The Company may refuse to
                distribute an Award if a Participant fails to comply with his or her obligations in connection with Tax-Related Items.

               

              Important information about the U.S. Federal income tax consequences of LTIP Awards can be found in the LTIP Prospectus at www.ubs.com/onesource/UTX.

               

              Vesting / Taxes Due

               

              If the Participant is subject to tax in the U.S., the value of the Award as of the Vesting Date will be subject to FICA withholding in that same calendar
                  year.  If the Participant is responsible for a Tax-Related Item in a country outside the U.S. (“Foreign Country”) and if pursuant to the rules regarding such Tax-Related Item in such Foreign
                  Country, the Participant will be liable for such Tax-Related Item prior to the date that the Participant is issued shares pursuant to this Award, the Committee, in its discretion, may accelerate vesting and settlement of a portion of the
                  Award to the extent necessary to pay the foreign Tax-Related Items due (and any applicable U.S. income taxes due as a result of the acceleration of vesting and settlement) but only if such acceleration does not result in taxation under
                  Section 409A (as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xi)).

              
                7

                
                  


              

              Non-assignability

               

              Unless otherwise approved by the Committee or its delegate, no assignment or transfer of any right or interest of a Participant in any ELG RSU Award, whether voluntary or involuntary, by operation of law or otherwise, is permitted except
                by will or the laws of descent and distribution.  Any other attempt to assign such rights or interest shall be void and without force or effect.

               

              Nature of Payments

               

              All Awards made pursuant to the LTIP are in consideration of services performed for the Company. Any gains realized pursuant to such Awards constitute a special incentive payment to the Participant and will not be taken into account as
                compensation for purposes of any of the employee benefit plans of the Company.  Awards are made at the discretion of the Committee. Receipt of a current Award does not guarantee receipt of a future Award.

               

              Right of Discharge Reserved

               

              Nothing in the LTIP or in any RSU Award shall confer upon any Participant the right to continued employment or service for any period of time, or affect any right that the Company may have to terminate the
                employment of any Participant at any time for any reason.

               

              Administration

               

              The Board of Directors of the Corporation has delegated the administration and interpretation of the Awards granted pursuant to the LTIP to the Compensation Committee. The Committee establishes such
                  procedures as it deems necessary and appropriate to administer Awards in a manner that is consistent with the terms of the LTIP. The Committee has, consistent with its charter and subject to certain limitations, delegated to the
                Chief Executive Officer, and the Chief Human Resources Officer (and to such subordinates as she or he may further delegate) the authority to grant, administer and interpret Awards, provided that, such delegation will not apply with respect
                to employees of the Company who are covered under Section 16 of the Securities Exchange Act of 1934, as amended, and to members of the Company’s Executive Leadership Group. Awards to these individuals will be granted, administered, and
                interpreted exclusively by the Committee. The Committee’s decision or that of its delegate on any matter related to an Award shall be binding, final and conclusive on all parties in interest.

               

              Data Privacy

               

              The Corporation maintains electronic records for the purpose of administering the LTIP and individual Awards.  In the normal course of plan administration, electronic data may be transferred to different
                sites within the Company and to outside service providers.  Acceptance of an Award constitutes consent by the Participant to the collection, use, processing, transmission, and holding of personal data, in electronic or other form, as
                required for the implementation, administration, and management of this Award and the LTIP by the Company or its third party administrators within or outside the country in which the Participant resides or works.  All such collection, use,
                processing, transmission, and holding of data will comply with applicable privacy protection requirements. If a Participant does not want to have his or her personal data shared, he or she may choose to not accept this Award.

              
                8

                
                  


              

              Company Compliance Policies

               

              Participants must comply with the Company’s Code of Ethics and Corporate Policies and Procedures. Violations can result in the forfeiture of Awards and the obligation to repay previous gains realized from
                LTIP Awards. The UTC Code of Ethics, Corporate Policy Manual, Corporate Financial Manual, as well as other Company policies are available online via the Company’s internal home page.

               

              Interpretations

               

              This Schedule of Terms provides a summary of terms applicable to the ELG RSU Award. This Schedule of Terms and each Award Agreement are subject in all respects to the terms of the LTIP, which can be located at www.ubs.com/onesource/UTX,
                and ELG Program materials. In the event that any provision of this Schedule of Terms or any Award Agreement is inconsistent with the terms of the LTIP or ELG Program materials, the terms of the LTIP and ELG Program materials shall govern.
                The ELG Program materials may impose additional obligations or restrictions beyond the terms of the LTIP. Capitalized terms used but not otherwise defined herein shall have the meanings as defined in the LTIP or ELG Program materials. In
                the event of a conflict between the LTIP and ELG Program materials, ELG Program materials shall control. Any question concerning administration or interpretation arising under the Schedule of Terms or any Award Agreement shall be determined
                by the Committee or its delegates, and such determination shall be final, binding, and conclusive upon all parties in interest. If this Schedule of Terms or any other document related to this Award is translated into a language other than
                English and a conflict arises between the English and translated version, the English version will control.

               

              Governing Law

               

              The LTIP, this Schedule of Terms and the Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

               

              Additional Information

               

              Questions concerning the LTIP or Awards and requests for LTIP documents shall be directed to:

               

              Stock Plan Administrator

               

              

              stockoptionplans@utc.com

               

              OR

               

              United Technologies Corporation

              Attn: Stock Plan Administrator

              4 Farm Springs Road

              Farmington, CT  06032

              

              

              The Corporation and/or its approved Stock Plan Administrator will send any Award-related communications to the Participant’s email address or physical address on record.  It is the responsibility of the Participant to ensure that both
                the e-mail and physical address on record are up-to-date and accurate at all times to ensure delivery of Award-related communications.

              
                9

                
                  


              

              
              

              

              

              ELG RSU Retention Award Schedule of Terms

              Attachment A

              

              

              ELG RSU RETENTION AWARD VESTING AGREEMENT

              

              

              This VESTING AGREEMENT, is entered into between _______________ (hereinafter, the “Executive”), and UNITED TECHNOLOGIES CORPORATION, a Delaware corporation, with an
                office and place of business at 10 Farm Springs Road, Farmington, CT 06032 (United Technologies Corporation and all its subsidiaries, divisions and affiliates are hereinafter referred to as the “Company”).

              

              

              WHEREAS, the Executive and the Company agree that the Executive’s employment with the Company will terminate; and

              

              

              WHEREAS, the parties wish to set forth their mutual understanding concerning the terms and conditions relative to the termination of the Executive’s employment with the
                Company; and

              

              

              WHEREAS, the Executive has committed to membership in the Company’s Executive Leadership Group (the “ELG”), which commitment signifies, among other things, the
                Executive’s acceptance of the terms and conditions of the ELG Program, including, specifically, the terms and conditions of the ELG Restricted Stock Unit Retention Award as set forth in the Schedule of Terms applicable to such Award granted
                on or about [Date] (the “ELG RSU Award”);

              

              

              NOW, THEREFORE, it is hereby mutually agreed as follows:

              

              

              	1.	(a)	The Executive’s employment with the Company will terminate effective ___________ (the “Termination Date”).


              

              

              
                
                  	

                        	(b)	
                          The parties agree that the termination of the Executive’s employment shall be a Qualifying Separation from the Company, thus entitling the Executive to vest in the ELG RSU Award (the “ELG RSU Retention Award”) as of the later of the Executive’s Termination Date or the date of this Agreement (the “Vesting Date”).  Vesting is subject to the Executive’s compliance
                            with the Schedule of Terms of such Award and the terms of this Agreement.

                        


                

              

              

              

              	2.	(a)	Effective as of the Vesting Date, the number of ELG RSUs awarded, including dividend equivalents will convert into an equal number of shares of UTC Common Stock, less the number of shares
                      withheld to pay taxes.  The Executive acknowledges [his/her] understanding that the vesting of this ELG RSU Award will occur in consideration of [his/her] agreements



                      and obligations set forth in this Agreement and the ELG RSU Award.


              
                A-1

                
                  


              

              
                
                  
                    

                  

                  

                  

                  	

                        	(b)	
                          The Executive understands and agrees that the value of the ELG RSU Award will not be treated as compensation for any purpose under any of the retirement, savings, severance or other employee
                            benefit plans in which [he/she] participated.

                        


                

              

              

              

              	3.	(a)	The Executive, for [him/her]self and on behalf of [his/her] heirs, executors, assigns and successors in interest, hereby agrees to release the Company, its subsidiaries, divisions, present or
                        former employees, officers and directors, personally and in their capacity as employees, officers and directors of the Company, from all claims or demands the Executive may have based on [his/her] employment with the Company or the termination of that employment.  This includes a release of any rights or claims the Executive may have under the Age
                        Discrimination in Employment Act of 1967, as amended from time to time, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended from time to time, which prohibits discrimination in
                        employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act which prohibits discrimination on the basis
                        of handicap; the Employee Retirement and Income Security Act of 1974, as amended from time to time, which prohibits termination of employment for the purpose of interfering with eligibility for employee benefits, and any other
                        federal, state or local laws or regulations prohibiting employment discrimination.  This release also includes any claims or actions for wrongful discharge, breach of contract (express or implied), tort, defamation, emotional
                      distress or any other claims otherwise related to his employment or the termination of his employment with the Company. The Executive acknowledges and agrees that this release also applies to similar claims he might assert under the
                      laws of any other country.  The Parties agree that this Agreement constitutes a comprehensive and conclusive resolution of all matters related to the termination of his employment.


              

              

              
                
                  	

                        	(b)	
                          This Release covers all claims based on any facts or events, whether known or unknown by the Executive that occurred on or before the effective date of this Agreement.  The Executive will
                              notify the Company of any claims that [he/she] asserts may have arisen after the effective date of this Agreement but
                              before the Termination Date.  The Executive agrees to ratify and confirm the release and waiver effective as of the Termination Date as a pre-condition to receiving any of the benefits hereunder.  The Executive
                            acknowledges that he is not entitled to, and will not assert any claim for termination related benefits under any jurisdiction outside of the United States, whether based on foreign law, regulation, collective agreement,
                            contract or arrangement.

                        


                

              

              
                A-2

                
                  


              

              
                

              

              

              

              
                
                  	

                        	(c)	
                          This Release does not include a release of the Executive’s rights to any pension, deferred compensation, health or similar benefits to which [he/she] may be
                            entitled in accordance with the terms of the Company employee benefit plans in which [he/she] participated.

                        


                

              

              

              

              
                
                  	

                        	(d)	
                          Nothing in this Agreement shall be construed to prohibit the Executive from filing a charge with, or participating in, any investigation or proceeding by the U.S. Equal Employment Opportunity Commission (EEOC), the Securities
                            and Exchange Commission (SEC) or other comparable governmental agency.  The Executive agrees, however, to waive the right to recover monetary damages in any charge, complaint or lawsuit filed by [him/her] or



                            on [his/her] behalf with respect any claims released pursuant to this Agreement.

                        


                

              

              

              

              
                
                  	

                        	(e)	
                          The Executive understands and agrees that the vesting and distribution of the ELG RSU Award pursuant to this Agreement is in full and complete satisfaction of all obligations due [him/her] by the Company and that no other obligations are due [him/her] under the ELG Program. The Executive further acknowledges that [he/she] shall not be entitled to any additional severance payments or payments in lieu of vacation, holiday or other fringe benefits under the ELG or any other Company program. The Executive
                            further agrees that the ELG RSU Award shall be offset and reduced by the full amount (if any) of cash severance benefits that the Executive may separately be entitled to receive from the Company based on any employment
                            agreement, contractual obligation or statutory scheme, including mandated termination indemnities or similar benefits.

                        


                

              

              

              

              
                
                  	

                        	(f)	
                          Following the Termination Date, the Executive agrees that [he/she] will cooperate with the Company with respect to matters that involved [him/her] during the course of [his/her] employment if such cooperation is deemed necessary or appropriate by the Company.

                        


                

              

              

              

              
                
                  	

                        	(g)	
                          The Executive agrees to resign from all committees, boards, associations and other organizations, both internal and external, to which the Executive currently belongs in [his/her] capacity as a Company executive, except as mutually agreed with the Company.  Following the Termination Date, the Executive will be free to join boards and affiliate with organizations provided that
                            such affiliation will not violate or conflict with any of [his/her] obligations set forth in Section 4 of this Agreement.

                        


                

              

              

              

              
                	 	
                        (h)

                      	
                        The Executive is encouraged, at [his/her] own expense, to consult with an attorney before signing this Agreement and acknowledges that [he/she] was offered sufficient time to review and consider this Agreement.

                      


              

              
                A-3

                
                  


              

              
                

              

              

              

              
                
                  	

                        	(i)	
                          The Executive may revoke this Agreement within seven (7) days of the date of the Executive’s signature.  Revocation can be made by delivering a written notice of revocation to [ ____ ], Executive Vice President & Chief Human Resources Officer, United Technologies Corporation, 10 Farm Springs, Farmington, CT 06032.  For this revocation to be effective, [____] must receive written notice no later than close of business on the seventh (7th) day after the Executive signs this Agreement.  If the Executive revokes this Agreement, it shall not be
                            effective or enforceable and the Executive will not vest in the ELG RSU Award or receive any other benefits described herein and agrees to immediately repay to the Company the value of any benefits provided prior to revocation.

                        


                

              

              

              

              
                
                  	4.	
                          In consideration of the benefits of membership in the ELG and the opportunity to vest in the ELG RSU Award, the Executive has agreed to certain restrictive covenants effective during the course
                            of [his/her] employment and additional restrictive covenants that become effective upon the termination of [his/her] employment and the vesting of [his/her] ELG RSU Award (the “ELG Covenants”). The Executive hereby acknowledges and affirms [his/her] ELG Covenants and makes the following
                            representations to and additional agreements with the Company:

                        


                

              

              

              

              
                
                  	

                        	(a)	
                          During a period beginning on the date hereof and extending for two years after the Termination Date, the Executive will not directly or indirectly, in any capacity or manner, make any statements
                            of any kind (or cause, further, assist, solicit, encourage, support or participate in the foregoing), whether verbal, in writing, electronically transferred or otherwise,  or disclose any items of information which are or may
                            reasonably be construed  to be derogatory, critical of, or adverse to the interests of the Company.  The Executive agrees that [he/she] will not disparage the Company, its executives,
                            directors or products.

                        


                

              

              

              

              
                
                  	

                        	(b)	
                          The Executive acknowledges that in the course of [his/her] employment with the Company [he/she] has acquired Company
                            Information and that such Company Information has been disclosed to [him/her] in confidence and for the Company’s use only.  The Executive agrees that, except as [he/she] may otherwise be directed under this Agreement or as required by law, regulation or legal proceeding, [he/she] (i) will keep such Company Information confidential
                            at all times, (ii) will not disclose or communicate Company Information to any third party and (iii) will not make use of Company Information on his own behalf or on behalf of any third party.  In the event that the Executive
                            becomes legally compelled to disclose any Company Information, it is agreed that the Executive will provide the Company with prompt written notice of such request(s) so that the Company may seek a protective order or other
                            appropriate legal remedy to which it may be entitled.  In view of the nature of the Executive’s employment and the sensitive nature of Company Information which the Executive has received during the course of [his/her] employment, the Executive agrees that any unauthorized disclosure to third parties of Company Information or other violation, or threatened violation, of this Agreement would cause
                            irreparable damage to the trade secret, confidential or proprietary status of Company Information and to the Company.  Therefore, in that event the Company shall be entitled to an injunction prohibiting the Executive from any
                            such disclosure, attempted disclosure, violation or threatened violation.  When Company Information becomes generally available to the public other than by the Executive’s acts or omissions, it is no longer subject to the
                            restrictions in this paragraph.

                        


                

              

              
                A-4

                
                  


              

              
                

              

              

              
                
                  	

                        	(i)	
                          Notice regarding trade secrets.  Under certain conditions, the Defend Trade Secrets Act of 2016 (Public Law No. 114-153, Section 7) provides immunity from liability for certain disclosures of trade secrets, in confidence or
                            under seal, to the government or in connection with a court proceeding, when related to suspected violations of law raised in good faith. (18 U.S.C. § 1833).

                        


                

              

              

              

              
                
                  	

                        	(c)	
                          To further ensure the protection of Company Information, the Executive agrees that for a period of two (2) years after [his/her] Termination Date, [he/she] will not accept employment in any form (including entering into
                              consulting relationships or similar arrangements) with a business which: (i) competes directly or indirectly with [any of the Company’s businesses (applies to
                              corporate executives)] [the Executive’s business unit (includes current and past business units)]; or (ii) is a material customer of or a material supplier to [any of the Company’s businesses] [the Executive’s business unit], unless the Executive has obtained the written consent of the Executive



                            Vice President & Chief Human Resources Officer or [his/her] successor, which consent
                              shall be granted or withheld in his sole discretion.  The Executive acknowledges that the ELG RSU Award vested and distributed pursuant to this Agreement constitutes full and adequate consideration for the Executive’s
                              obligations set forth in this paragraph (4)(d).  The parties agree that the terms of this paragraph are reasonable.  However, if any portion of this paragraph is held by competent authority to be unenforceable, this paragraph
                              shall be deemed amended to limit its scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect.

                        


                  
                    A-5

                    
                      


                  

                

              

              
                

              

              

              

              
                
                  	

                        	(d)	
                          For a period of two (2) years following the Termination Date, the Executive will not initiate, cause or allow to be initiated (under those conditions which [he/she] controls) any action which would reasonably be expected to encourage or to induce any employee of the Company or any of its affiliated entities to
                              leave the employ of the Company or its affiliated entities.  In this regard, the Executive agrees that [he/she] will not directly or indirectly recruit any Company executive or
                            other employee or provide any information or make referrals to personnel recruitment agencies or other third parties in connection with Company executives and other employees.

                        


                

              

              

              

              
                
                  	

                        	(e)	
                          The Executive acknowledges that the Intellectual Property Agreement between [him/her] and the Company will continue in full force and effect following the
                            Termination Date.

                        


                

              

              

              

              
                
                  	5.	
                          The Company represents to the Executive that it is fully authorized and empowered to enter into this Agreement, and that it will safeguard this Agreement and its terms from public disclosure with
                            the same degree of care with which the Company protects its proprietary information.

                        


                

              

              

              

              
                
                  	6.	
                          The Executive will not disclose or allow to be disclosed any of the terms or conditions of this Agreement.  The Executive agrees not to make duplicate copies of this Agreement, provided, however, [he/she] may retain a copy of the Agreement; and provided further, that [he/she] may disclose this Agreement to [his/her] spouse,
                            attorney, financial advisor and the preparer of [his/her] tax returns.  Further, the Executive may, if necessary, advise a new employer of [his/her] obligations



                            hereunder.

                        


                

              

              

              

              
                
                  	7.	
                          The obligations of the parties hereto are severable and divisible.  In the event any provision hereunder is determined to be illegal or unenforceable, the remainder of this Agreement shall
                            continue in full force and effect.

                        


                

              

              

              

              
                
                  	8.	
                          In addition to any other rights the Company may have, should the Executive breach any of the terms of this Agreement, the Company will have the right to recover the value realized from the ELG RSU
                            Award and any other benefits provided hereunder, the amount of such recovery to be determined relative to the damages caused by the breach.  Such action by the Company will not be taken capriciously and will have no effect on
                            the Release and Waiver contained in this Agreement.

                        


                

              

              

              

              
                
                  	9.	
                          Any dispute arising between the Company and the Executive with respect to the validity, performance or interpretation of this Agreement shall be submitted to and determined in binding arbitration
                            in Hartford, Connecticut, for resolution in accordance with the rules of the American Arbitration Association, modified to provide that the decision by the arbitrator shall be binding on the parties; shall be furnished in
                            writing, separately and specifically stating the findings of fact and conclusions of law on which the decision is based; shall be kept confidential by the arbitrator and the parties; and shall be rendered within 60 days
                            following empanelment of the arbitrator.  Costs of the arbitration shall be borne by the party that does not prevail.  The arbitrator shall be selected in accordance with the rules of the American Arbitration Association.

                        


                  
                    A-6

                    
                      


                  

                

              

              
                
                  

                  

                

              

              
                
                  	10.	
                          This Agreement shall be subject to and governed by the laws of the State of Connecticut, USA, excluding its conflict of laws rules.

                        


                

              

              

              

              
                
                  	11.	
                          This Agreement constitutes the entire agreement between the parties and supersedes all previous communications between the parties with respect to the subject matter of this Agreement.  No
                            amendment to this Agreement shall be binding upon either party unless in writing and signed by or on behalf of such party.

                        


                

              

              

              

              
                
                  	12.	
                          Any notice under this agreement shall be in writing and addressed to the Executive at [his/her] home address of record at the Company and to the Company as
                            follows:

                        


                

              

              

              

              	 	
                      United Technologies Corporation

                    
	 	
                      10 Farm Springs Road

                    
	 	
                      Farmington, CT  06032

                    
	 	
                      Attention: Executive Vice President &

                    
	 	
                      Chief Human Resources Officer

                    


              

              

              Either party may change its address for notices by giving the other party notice of the change.

              

              

              
                
                  	13.	
                          The Executive, or [his/her] estate, shall be responsible for any and all tax liability imposed on amounts paid hereunder. The Company reserves the right to
                            withhold applicable taxes from any amounts paid pursuant to this Agreement to the extent required by law.

                        


                

              

              

              

              
                
                  	14.	
                          Capitalized terms in this Agreement, not otherwise defined herein, are defined in the ELG Program materials, Schedule of Terms applicable to this ELG RSU Award, or the UTC Long Term Incentive
                            Plan, as amended and restated.

                        


                

              

              

              

              
                
                  	15.	
                          If and to the extent any payment or benefit provided herein is determined to be deferred compensation within the meaning of Section 409A, such payment or benefit will provided in a manner that
                            complies with Section 409A.

                        


                

              

              

              

              
                
                  	16.	
                          The effective date of this Agreement shall be seven (7) days from the date in which the Agreement is signed and dated by the Executive, provided the Executive has not revoked acceptance in accordance with Paragraph 3(i)
                            above.  If the Agreement is not dated by the Executive, the effective day of the Agreement shall be seven (7) calendar days after receipt of the Agreement by the Company, provided the Executive has not revoked acceptance in
                            accordance with Paragraph 3(i) above.

                        


                

              

              
                A-7

                
                  


              

              
                

              

              

              

              
                
                  	17.	
                          The Executive states that [he/she] has read this Agreement, including the Release and Waiver contained herein, fully understands its content and effect, and
                            without duress or coercion, knowingly and voluntarily assents to its terms.

                        


                

              

              

              

              IN WITNESS WHEREOF, the parties hereto have executed this Agreement which shall be effective as of the date of the Executive’s signature below.

              

              

              UNITED TECHNOLOGIES CORPORATION

              

              

              	
                      By:

                    	 	 	
                      By:

                    	 
	 	
                      [Name]

                    	 	 	
                      [Name of Executive]

                    
	 	
                      Executive Vice President and

                      
                        Chief Human Resources Officer

                      

                    	 	 	 


              

              

              	
                      Date:

                    	 	 	
                      Date:

                    	 	 


              

              

              

               

            

          

        

      

    

  

  A-8