Exhibit 10.19

        

        
          
            
               

            

          

          
             

            

            EXECUTIVE LEADERSHIP GROUP AGREEMENT

            

            

            United Technologies Corporation

            

            

            This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Christopher J. Nelson (hereinafter the “Executive”) and
              United Technologies Corporation (“UTC”), a Delaware corporation, with an office and place of business at Hartford, Connecticut (UTC and all its subsidiaries, divisions and affiliates are hereinafter referred to as the “Company”).

            

            

            The Executive acknowledges receipt of the materials summarizing the United Technologies Corporation’s Executive Leadership Group (“ELG”) Program and
              the benefits available to the Executive as a member of the ELG, as well as the Executive’s obligations and commitments to the Company as an ELG member. Capitalized terms in this ELG Agreement are defined in Attachment A of the ELG Program
              materials.

            

            

            ELG benefits include a restricted stock unit (RSU) retention award, disability benefits, and an annual car allowance. Following three years of ELG
              service, the ELG Restricted Stock Unit Retention Award (the “ELG RSU Retention Award”) provides for vesting in the event of a Qualifying Separation. A “Qualifying Separation” means and includes a Mutually Agreeable Termination, a Change in
              Control Termination, or retirement at age 62 or later. Vesting is also subject to compliance with ELG Covenants. The ELG RSU Retention Award will not vest in the case of a Termination for Cause.

            

            

            While employed and following termination of employment, the Executive agrees to protect and to not disclose Company Information, until such
              information has become public or is no longer material or relevant to the Company. While employed and for a two-year period following termination of employment, the Executive agrees to refrain from activities that might reasonably be expected
              to induce an employee to leave the Company. In the event of a Qualifying Separation, the Executive will vest in the ELG RSU Retention Award provided the Executive agrees to certain additional commitments to the Company, including a three year
              non-compete agreement and a waiver of claims arising from or relating to the termination of the Executive’s employment.

            

            

            ELG membership requires commitment to UTC share ownership guidelines. The value of an ELG member’s UTC share ownership must equal or exceed three
              times (3x) annual base salary within five years of appointment to the ELG.

            

            

            In consideration of the ELG benefits, the Executive hereby commits to membership in the ELG effective June 1, 2015 in accordance with the terms and
              conditions set forth in this Agreement and as further described in the ELG Program materials.  In consideration of ELG membership, the Executive hereby acknowledges and accepts the obligations and commitments to the Company, including
              postemployment restrictions and protective covenants as described in this Agreement and the ELG Program materials.  The Company, in turn, agrees to provide ELG benefits to the Executive upon receipt of this signed Agreement in accordance with
              this Agreement and as described in the ELG Program materials.

            

            

            

            

            	 	 	
                    /s/ Christopher J. Nelson

                  
	 	 	
                    Christopher J. Nelson

                  
	 	 	
                    President, North America HVAC

                  
	 	 	
                    UTC Building & Industrial Systems

                  
	 	 	 
	 	 	
                    5/21/15

                  
	 	 	
                    Date

                  


            	 	 	 
	 	 	
                    UNITED TECHNOLOGIES CORPORATION

                  
	 	 	 
	 	
                    By

                  	
                    /s/ Elizabeth B. Amato

                  
	 	
                    

                    

                  	
                    Elizabeth B. Amato

                  
	 	 	
                    Senior Vice President, Human Resources &

                  
	 	 	
                    Organization

                  
	 	 	 
	 	 	
                    5/26/15

                  
	 	 	
                    Date

                  


            
              1

              
                


            

            
              
                
                  
                     

                  

                

              

              
                Attachment A

              

              

              

              Definitions

              

              

              The following terms shall have the following meanings for purposes of the Executive Leadership Group Program, including all agreements, awards and benefits:

              

              

              
                
                  	(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.

                        


                

              

              

              

              
                
                  	

                        	(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

                        


                

              

              

              

              
                
                  	

                        	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.

              
                2

                
                  


              

              
                
                  
                     
                      

                      

                    

                  

                  	

                        	(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

                        


                

              

              

              

              
                
                  	

                        	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.

                        


                  
                    3

                    
                      


                  

                

              

            

          

        

        
        

        

      

      EXECUTIVE LEADERSHIP GROUP AGREEMENT

       

      United Technologies Corporation

       

      This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between David L. Gitlin (hereinafter the “Executive”) and United Technologies Corporation (“UTC”), a Delaware
        corporation, with an office and place of business at Hartford, Connecticut (UTC and all its subsidiaries, divisions and affiliates are hereinafter referred to as the “Company”).

       

      The Executive acknowledges receipt of the materials summarizing the United Technologies Corporation’s Executive Leadership Group (“ELG”) Program and the benefits available to the Executive as a member
        of the ELG, as well as the Executive’s obligations and commitments to the Company as an ELG member. Capitalized terms in this ELG Agreement are defined in Attachment A of the ELG Program materials.

       

      ELG benefits include a restricted stock unit (RSU) retention award, supplemental life insurance, disability benefits, and an annual car allowance.  Following three years of ELG service, the ELG
        Restricted Stock Unit Retention Award (the “ELG RSU Retention Award”) provides for vesting in the event of a Qualifying Separation. A “Qualifying Separation” means and includes a Mutually Agreeable Termination, a Change in Control Termination, or
        retirement at age 62 or later.  Vesting is also subject to compliance with ELG Covenants.  The ELG RSU Retention Award will not vest in the case of a Termination for Cause.

       

      While employed and following termination of employment, the Executive agrees to protect and to not disclose Company Information, until such information has become public or is no longer material or
        relevant to the Company.  While employed and for a two-year period following termination of employment, the Executive agrees to refrain from activities that might reasonably be expected to induce an employee to leave the Company.  In the event of a
        Qualifying Separation, the Executive will vest in the ELG RSU Retention Award provided the Executive agrees to certain additional commitments to the Company, including a three year non-compete agreement and a waiver of claims arising from or
        relating to the termination of the Executive’s employment.

      
        4

        
          


      

      

      

      

      ELG membership requires commitment to UTC share ownership guidelines.  The value of an ELG member’s UTC share ownership must equal or exceed three times (3x) annual base salary within five years of
        appointment to the ELG.

       

      In consideration of the ELG benefits, the Executive hereby commits to membership in the ELG effective November 1, 2013 in accordance with the terms and conditions set forth in this Agreement and as
        further described in the ELG Program materials.  In consideration of ELG membership, the Executive hereby acknowledges and accepts the obligations and commitments to the Company, including postemployment restrictions and protective covenants as
        described in this Agreement and the ELG Program materials.  The Company, in turn, agrees to provide ELG benefits to the Executive upon receipt of this signed Agreement in accordance with this Agreement and as described in the ELG Program materials.

       

      	 	 	
              /s/ David L. Gitlin

            
	 	 	
              David L. Gitlin

            
	 	 	
              President, Aircraft Systems

            
	 	 	
              UTC Aerospace Systems

            
	 	 	 
	 	 	
              November 7, 2013

            
	 	 	
              Date

            


       

      	 	 	
              UNITED TECHNOLOGIES CORPORATION

            
	 	 	 
	 	By	
              /s/ Elizabeth B. Amato

            
	 	 	
              Elizabeth B. Amato

            
	 	 	
              Senior Vice President, Human Resources &

            
	 	 	
              Organization

            
	 	 	 
	 	 	
              11/12/13

            
	 	 	
              Date

            


      
        5

        
          


      

      
        
          

            

      

      
        Attachment A

        

        

        Definitions

         

        

        The following terms shall have the following meanings for purposes of the Executive Leadership Group Program, including all agreements, awards and benefits:

         

        

        
          
            	(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.

                  


          

        

        
          
             

            

            	

                  	(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

                  


          

        

        
          6

          
            


        

        
          
            
              
                

                

              

            

          

        

        
          
            	

                  	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

                  


          

        

        
          
             

            

            	

                  	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.

        
          7

          
            


        

        
        
          
            
              
                

                

              

            

          

        

        
          	
                  

                  

                	
                  (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

                  


          

        

        

        

        
          
            	

                  	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.

                  


            
              8

              
                


            

            
              
                
                  
                    
                       

                    

                  

                

              

               

              

              EXECUTIVE LEADERSHIP GROUP AGREEMENT

              

              

              United Technologies Corporation

              

              

              This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Jurgen Timperman (hereinafter the “Executive”) and United
                Technologies Corporation (“UTC”), a Delaware corporation, with an office and place of business at 10 Farm Springs Road, Farmington, Connecticut (UTC and all its subsidiaries, divisions and affiliates are hereinafter referred to as the
                “Company”).

              

              

              The Executive acknowledges receipt of the materials summarizing the United Technologies Corporation’s Executive Leadership Group (“ELG”) Program
                and the benefits available to the Executive as a member of the ELG, as well as the Executive’s obligations and commitments to the Company as an ELG member.  Capitalized terms in this ELG Agreement are defined in Attachment A of the ELG
                Program materials.

              

              

              ELG benefits include a restricted stock unit (RSU) retention award, disability benefits, and an annual car allowance.  Following three years of
                ELG service, the ELG Restricted Stock Unit Retention Award (the “ELG RSU Retention Award”) provides for vesting in the event of a Qualifying Separation.  A “Qualifying Separation” means and includes a Mutually Agreeable Termination, a
                Change in Control Termination, or retirement at age 62 or later.  Vesting is also subject to compliance with ELG Covenants.  The ELG RSU Retention Award will not vest in the case of a Termination for Cause.  The amounts realized in the
                event of the vesting of the ELG RSU Retention Award will 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 or other contractual obligation or statutory scheme, including mandated termination indemnities or similar benefits.

              

              

              While employed and following termination of employment, the Executive agrees to protect and to not disclose Company Information, until such
                information has become public or is no longer material or relevant to the Company.  While employed and for a two year period following termination of employment, the Executive agrees to refrain from activities that might reasonably be
                expected to induce an employee to leave the Company.  In the event of a Qualifying Separation, the Executive will vest in the ELG RSU Retention Award provided the Executive agrees to certain additional commitments to the Company, including
                a two year non-compete agreement and a waiver of claims arising from or relating to the termination of the Executive’s employment.

              

              

              ELG membership requires commitment to UTC share ownership guidelines.  The value of an ELG member’s UTC share ownership must equal or exceed three
                times (3x) annual base salary within five years of appointment to the ELG.

              

              

              In consideration of the ELG benefits, the Executive hereby commits to membership in the ELG effective October 1, 2017 in accordance with the terms
                and conditions set forth in this Agreement and as further described in the ELG Program materials.  In consideration of ELG membership, the Executive hereby acknowledges and accepts the obligations and commitments to the Company, including
                postemployment restrictions and protective covenants as described in this Agreement and the ELG Program materials.  The Company, in turn, agrees to provide ELG benefits to the Executive upon receipt of this signed Agreement in accordance
                with this Agreement and as described in the ELG Program materials.

              

              

              

              	 	 	
                      /s/ Jurgen Timperman

                    
	 	 	
                      Jurgen Timperman

                    
	 	 	
                      President, Fire & Security Products

                    
	 	 	
                      UTC Climate, Controls & Security

                    
	 	 	 
	 	 	
                      10/9/2017

                    
	 	 	
                      Date

                    
	 	 	 
	 	 	
                      UNITED TECHNOLOGIES CORPORATION

                    
	 	 	 
	 	
                      By

                    	
                      /s/ Elizabeth B. Amato

                    
	 	 	
                      Elizabeth B. Amato

                    
	 	 	
                      Executive Vice President and Chief Human Resources Officer

                    
	 	 	 
	 	 	
                      10/16/17

                    
	 	 	
                      Date

                    


              
                9

                
                  


              

              
                 

                Attachment A

              

              

              Definitions

              

              

              The following terms shall have the following meanings for purposes of the Executive Leadership Group Program, including all agreements, awards and benefits:

              

              

              
                
                  	(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 Executive Vice President and Chief Human Resources Officer.  Neither a unilateral voluntary resignation nor a Termination for Cause will constitute a
                            Mutually Agreeable Termination.

                        


                

              

              

              

              
                
                  	

                        	(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

                        


                

              

              
                10

                
                  


              

              
                
                  
                     
                      

                      

                    

                  

                  	

                        	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

                        


                

              

              

              

              
                
                  	

                        	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

                        


                

              

              

              

              
                
                  	

                        	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.

                        


                

              

            

             

            
              11

              
                


            

            
              

               

              

              EXECUTIVE LEADERSHIP GROUP AGREEMENT

              

              

              United Technologies Corporation

              

              

              

              

              This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Kevin J. O’Connor (hereinafter the “Executive”) and United
                Technologies Corporation (“UTC”), a Delaware corporation, with an office and place of business at 10 Farm Springs Road, Farmington, Connecticut (UTC and all its subsidiaries, divisions and affiliates are hereinafter referred to as the
                “Company”).

              

              

              The Executive acknowledges receipt of the materials summarizing the United Technologies Corporation’s Executive Leadership Group (“ELG”) Program
                and the benefits available to the Executive as a member of the ELG, as well as the Executive’s obligations and commitments to the Company as an ELG member.  Capitalized terms in this ELG Agreement are defined in Attachment A of the ELG
                Program materials.

              

              

              ELG benefits include recognition of status as one of UTC’s most senior leaders, with annual Long-Term Incentive Plan awards and annual bonus
                awards commensurate with your ELG status, a significant restricted stock unit (RSU) retention award, disability benefits, and an annual car allowance.  Following three years of ELG service, the ELG Restricted Stock Unit Retention Award (the
                “ELG RSU Retention Award”) provides for vesting in the event of a Qualifying Separation.  A “Qualifying Separation” means and includes a Mutually Agreeable Termination, a Change in Control Termination, or retirement at age 62 or later.
                Vesting is also subject to compliance with ELG Covenants.  The ELG RSU Retention Award will not vest in the case of a Termination for Cause.  The amounts realized in the event of the vesting of the ELG RSU Retention Award will 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 or other contractual obligation or statutory scheme, including
                mandated termination indemnities or similar benefits.   The Executive agrees that in the event of such an offset, the Executive’s commitments under the ELG remain in full force and effect.

              

              
                12

                
                  


              

              

              

              

              While employed and following termination of employment, the Executive agrees to protect and not to disclose Company Information until such
                information has become public or is no longer material or relevant to the Company.  While employed and for a two year period following termination of employment, the Executive agrees to refrain from soliciting Company employees or engaging
                in other activities that might reasonably be expected to induce an employee to leave the Company.  For a one-year period following termination of employment, the Executive agrees to be bound by a one-year non-compete agreement.  In the
                event of a Qualifying Separation, the Executive will vest in the ELG RSU Retention Award provided the Executive agrees to certain additional commitments to the Company, including an additional one year non-compete agreement and a waiver of
                claims arising from or relating to the termination of the Executive’s employment.  In the event payment is required under local law for enforcement of a non-compete, the Executive agrees that the Company may structure payments and/or
                distribution of amounts payable pursuant to this ELG Agreement, and/or the ELG RSU Retention Award, or payments in lieu thereof, at the time of separation to satisfy local requirements, which may include adjustments to method, form and
                timing of benefits, provided such payments are not subject to IRC Section 409A.

              

              

              ELG membership requires commitment to UTC share ownership guidelines.  The value of an ELG member’s UTC share ownership must equal or exceed three
                times (3x) annual base salary within five years of appointment to the ELG.

              

              

              In consideration of the ELG benefits, the Executive hereby commits to membership in the ELG effective January 2, 2020 in accordance with the terms
                and conditions set forth in this Agreement and as further described in the ELG Program materials.  In consideration of ELG membership, the Executive hereby acknowledges and accepts the obligations and commitments to the Company, including
                postemployment restrictions and protective covenants as described in this Agreement and the ELG Program materials.  The Company, in turn, agrees to provide ELG benefits to the Executive upon receipt of this signed Agreement in accordance
                with this Agreement and as described in the ELG Program materials.

              

              

              

              

              	 	 	

                    
	 	 	
                      Kevin J. O’Connor

                    
	 	 	
                      Senior Vice President & General Counsel

                    
	 	 	
                      Carrier

                    
	 	 	 
	 	 	 
	 	 	
                      Date

                    
	 	 	 
	 	 	 
	 	 	 
	 	 	
                      UNITED TECHNOLOGIES CORPORATION

                    
	 	 	 
	 	 	 
	 	
                      By

                    	 
	 	 	
                      Elizabeth B. Amato

                    
	 	 	
                      Executive Vice President and Chief Human Resources Officer

                    
	 	 	 
	
                      

                      

                    	 	 
	 	 	
                      Date

                    


              
                13

                
                  


              

              
                 

                 

                

                
                  Attachment A

                

                

                

                Executive Leadership Group Program Definitions

                 

                

                
                  	
                          (a)

                        	
                          “Committee” means the Compensation Committee of the Board of Directors.

                        


                

                
                   

                  

                  	
                          (b)

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

                        


                

                
                   

                  

                  	
                          (c)

                        	
                          “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.

                        


                

                
                   

                  

                  	
                          (d)

                        	
                          “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.  Neither a unilateral voluntary resignation nor a Termination for Cause will constitute a Mutually Agreeable
                            Termination.

                        


                

                
                   

                  

                  	
                          (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.

                        	
                          An 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 either: (a) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”); or (b) the combined voting
                            power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this section
                            1, the following acquisitions shall not constitute a Change-in-Control: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related
                            trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation, or (4) any acquisition by any entity pursuant to a transaction that complies with clauses (a), (b) and (c) of subsection (3) of this
                            Section (d)(ii)(A); or

                        


                

                
                  
                    14

                    
                      


                  

                   

                   

                  

                  	
                          2.

                        	
                          A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to
                            constitute at least a majority of the Board; provided, however, that for purposes of this Section (d)(2)(A), any individual who becomes a member of the Board subsequent to the Effective Date whose election, or nomination for
                            election by the Corporation’s shareowners, was approved by a vote of at least two-thirds of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be pursuant to this
                            proviso) shall be considered as though such individual were a member of the Incumbent Board; provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened
                            election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the
                            Incumbent Board; or

                        


                

                
                   

                  

                  	
                          3.

                        	
                          The consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Corporation or any of its subsidiaries or a
                            sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its subsidiaries, (a “Business Combination”), in each
                            case, unless following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation
                            Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent
                            securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent securities), as the case may be, of the
                            entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more
                            subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may
                            be, (b) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination) beneficially owns,
                            directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined
                            voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, and (c) at least a majority of the members of the Board of Directors (or,
                            for a non-corporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the
                            Board, providing for such Business Combination; or

                        


                

                
                  
                    15

                    
                      


                  

                   

                   

                  

                  	
                          4.

                        	
                          The approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

                        


                

                 

                

                The sale, merger or other transaction affecting any subsidiary or business unit of the Corporation will in no case be considered a
                  Change-in-Control under this Program.

                 

                

                If an Award is determined to constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, a Change-in-Control
                  shall not constitute a settlement or distribution event with respect to such Award, or an event that otherwise changes the timing of settlement or distribution of such Award, unless the Change-in-Control also constitutes an event
                  described in Section 409A(a)(2)(v) of the Code and the regulations promulgated thereunder (a “Section 409A CIC”); provided, however, that whether or not a Change-in-Control is a Section 409A CIC, such Change-in-Control shall result in the
                  accelerated vesting of such Award to the extent provided by the Award Agreement, this Plan, any Individual Agreement or otherwise by the Committee.

                 

                

                
                  
                    	

                          	(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 of the following without a Participant’s consent: (i) a material reduction in the Participant’s annual base salary, annual bonus opportunities, long-term incentive opportunities or other compensation and
                              benefits in the aggregate from those in effect immediately prior to the Change-in-Control; (ii) a material diminution in the Participant’s title, duties, authority, responsibilities, functions or reporting relationship from
                              those in effect immediately prior to the Change-in-Control; (iii) a mandatory relocation of the Participant’s principal location of employment greater than 50 miles from immediately prior to the Change-in-Control; or (iv) 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.

                          


                  

                

                
                  16

                  
                    


                

                
                  
                     

                  

                  

                  
                    
                      	

                            	

                            	
                              In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Corporation of the existence of one or more of the conditions
                                described in clauses (i) through (iv) within 90 days following the Participant’s knowledge of the initial existence of such condition or conditions, and the Corporation shall have 30 days following receipt of such written
                                notice (the “Cure Period”) during which it may cure the condition, if curable. If the Corporation fails to cure the condition constituting Good Reason during the Cure Period, the Participant must terminate employment, if at
                                all, within one year following the end of the Cure Period in order for such termination to constitute a termination for Good Reason. The Participant’s mental or physical incapacity following the occurrence of an event
                                described above in clauses (i) through (iv) shall not affect the Participant’s ability to terminate employment for Good Reason.

                            


                    

                  

                

                 

                

                
                  
                    	(e)	
                            “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; (v) willful misconduct injurious to the Company, as determined by the Committee; (vi)
                              negligent conduct injurious to the Company, including negligent supervision of a subordinate who causes significant harm to the Company as determined by the Committee; or (vii) prior to a Change-in-Control, such other events
                              as shall be determined by the Committee. Following a Change-in-Control, any determination by the Committee as to whether “Cause” exists shall be subject to de novo review.

                          


                  

                

              

            

            
              
                
                  17

                  
                    


                

                
                  
                    
                      
                        
                          
                            
                              
                                 

                              

                            

                          

                        

                      

                       

                      

                      EXECUTIVE LEADERSHIP GROUP AGREEMENT

                      

                      

                      United Technologies Corporation

                      

                      

                      This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Nadia Villeneuve (hereinafter the “Executive”) and
                        United Technologies Corporation (“UTC”), a Delaware corporation, with an office and place of business at 10 Farm Springs Road, Farmington, Connecticut (UTC and all its subsidiaries, divisions and affiliates are hereinafter referred
                        to as the “Company”).

                      

                      

                      The Executive acknowledges receipt of the materials summarizing the United Technologies Corporation’s Executive Leadership Group (“ELG”)
                        Program and the benefits available to the Executive as a member of the ELG, as well as the Executive’s obligations and commitments to the Company as an ELG member.  Capitalized terms in this ELG Agreement are defined in Attachment A
                        of the ELG Program materials.

                      

                      

                      ELG benefits include recognition of status as one of UTC’s most senior leaders, with annual Long-Term Incentive Plan awards and annual
                        bonus awards commiserate with your ELG status, a significant restricted stock unit (RSU) retention award, disability benefits, and an annual car allowance.  Following three years of ELG service, the ELG Restricted Stock Unit
                        Retention Award (the “ELG RSU Retention Award”) provides for vesting in the event of a Qualifying Separation.  A “Qualifying Separation” means and includes a Mutually Agreeable Termination, a Change in Control Termination, or
                        retirement at age 62 or later.  Vesting is also subject to compliance with ELG Covenants.  The ELG RSU Retention Award will not vest in the case of a Termination for Cause.  The amounts realized in the event of the vesting of the
                        ELG RSU Retention Award will 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 or other
                        contractual obligation or statutory scheme, including mandated termination indemnities or similar benefits.  The Executive agrees that in the event of such an offset, the Executive’s commitments under the ELG remain in full force
                        and effect.

                      

                      

                      While employed and following termination of employment, the Executive agrees to protect and not to disclose Company Information until such
                        information has become public or is no longer material or relevant to the Company.  While employed and for a two year period following termination of employment, the Executive agrees to refrain from soliciting Company employees or
                        engaging in other activities that might reasonably be expected to induce an employee to leave the Company.  For a one-year period following termination of employment, the Executive agrees to be bound by a one-year non-compete
                        agreement.  In the event of a Qualifying Separation, the Executive will vest in the ELG RSU Retention Award provided the Executive agrees to certain additional commitments to the Company, including an additional one year non-compete
                        agreement and a waiver of claims arising from or relating to the termination of the Executive’s employment.  In the event payment is required under local law for enforcement of a non-compete, the Executive agrees that the Company
                        may structure payments and/or distribution of amounts payable pursuant to this ELG Agreement, and/or the ELG RSU Retention Award, or payments in lieu thereof, at the time of separation to satisfy local requirements, which may
                        include adjustments to method, form and timing of benefits, provided such payments are not subject to IRC Section 409A.

                      

                      

                      ELG membership requires commitment to UTC share ownership guidelines.  The value of an ELG member’s UTC share ownership must equal or
                        exceed three times (3x) annual base salary within five years of appointment to the ELG.

                      

                      

                      In consideration of the ELG benefits, the Executive hereby commits to membership in the ELG effective October 16, 2019 in accordance with
                        the terms and conditions set forth in this Agreement and as further described in the ELG Program materials.  In consideration of ELG membership, the Executive hereby acknowledges and accepts the obligations and commitments to the
                        Company, including postemployment restrictions and protective covenants as described in this Agreement and the ELG Program materials.  The Company, in turn, agrees to provide ELG benefits to the Executive upon receipt of this signed
                        Agreement in accordance with this Agreement and as described in the ELG Program materials.

                       

                      

                      	 	 	 
	 	 	
                              /s/ Nadia Villeneuve

                            
	 	 	
                              Nadia Villeneuve

                            
	 	 	
                              Vice President & Chief Human Resources Officer

                            
	 	 	Carrier
	 	 	 
	 	 	
                              10/31/2019

                            
	 	 	
                              Date

                            
	 	 	 
	 	 	
                              UNITED TECHNOLOGIES CORPORATION

                            
	 	 	 
	 	 By	
                              /s/ Elizabeth B. Amato

                            
	 	 	
                              Elizabeth B. Amato

                            
	 	 	
                              Executive Vice President and Chief Human Resources Officer

                            
	 	 	 
	 	 	
                              11/12/2019

                            
	 	 	
                              Date

                            


                      
                        18

                        
                          


                      

                      
                        
                          
                             

                            Attachment A

                        

                        

                        

                        Executive Leadership Group Program Definitions

                        

                        

                        
                          
                            	(a)	
                                    “Committee” means the Compensation Committee of the Board of Directors.

                                  


                          

                        

                        

                        

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

                                  


                          

                        

                        

                        

                        
                          
                            	(c)	
                                    "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.

                                  


                          

                        

                        

                        

                        
                          
                            	(d)	
                                    “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 Executive Vice President and Chief Human Resources Officer.  Neither a unilateral voluntary resignation nor a
                                      Termination for Cause will constitute a Mutually Agreeable Termination.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	(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.	
                                    An 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 either: (a) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”); or (b) the combined voting power of the then outstanding voting
                                      securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this section 1, the following
                                      acquisitions shall not constitute a Change-in-Control: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust)
                                      sponsored or maintained by the Corporation or any entity controlled by the Corporation, or (4) any acquisition by any entity pursuant to a transaction that complies with clauses (a), (b) and (c) of subsection (3) of
                                      this Section (d)(ii)(A); or

                                  


                          

                        

                        
                          19

                          
                            


                        

                        
                          
                            
                               
                                

                                

                              

                            

                            	

                                  	2.	
                                    A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
                                      provided, however, that for purposes of this Section (d)(2)(A), any individual who becomes a member of the Board subsequent to the Effective Date whose election, or nomination for election by the Corporation’s
                                      shareowners, was approved by a vote of at least two-thirds of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be pursuant to this proviso) shall be
                                      considered as though such individual were a member of the Incumbent Board; provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election
                                      contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the
                                      Incumbent Board; or

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	3.	
                                    The consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Corporation or any of its subsidiaries or a sale or other disposition of all or
                                      substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its subsidiaries, (a “Business Combination”), in each case, unless following such
                                      Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities
                                      immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent
                                      securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent securities), as the case may be,
                                      of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through
                                      one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
                                      Securities, as the case may be, (b) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such
                                      Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting
                                      from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, and (c) at least
                                      a majority of the members of the Board of Directors (or, for a non-corporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Incumbent Board at the time
                                      of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	4.	
                                    The approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

                                  


                          

                        

                        

                        

                        The sale, merger or other transaction affecting any subsidiary or business unit of the Corporation will in no case be considered a
                          Change-in-Control under this Program.

                        

                        

                        If an Award is determined to constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, a
                          Change-in-Control shall not constitute a settlement or distribution event with respect to such Award, or an event that otherwise changes the timing of settlement or distribution of such Award, unless the Change-in-Control also
                          constitutes an event described in Section 409A(a)(2)(v) of the Code and the regulations promulgated thereunder (a “Section 409A CIC”); provided, however, that whether or not a Change-in-Control is a Section 409A CIC, such
                          Change-in-Control shall result in the accelerated vesting of such Award to the extent provided by the Award Agreement, this Plan, any Individual Agreement or otherwise by the Committee.

                        

                        

                        
                          
                            	

                                  	(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 of the following
                                      without a Participant’s consent: (i) a material reduction in the Participant’s annual base salary, annual bonus opportunities, long-term incentive opportunities or other compensation and benefits in the aggregate from
                                      those in effect immediately prior to the Change-in-Control; (ii) a material diminution in the Participant’s title, duties, authority, responsibilities, functions or reporting relationship from those in effect
                                      immediately prior to the Change-in-Control; (iii) a mandatory relocation of the Participant’s principal location of employment greater than 50 miles from immediately prior to the Change-in-Control; or (iv) 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.

                                  


                          

                        

                        

                        

                        In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Corporation of the existence of
                          one or more of the conditions described in clauses (i) through (iv) within 90 days following the Participant’s knowledge of the initial existence of such condition or conditions, and the Corporation shall have 30 days following
                          receipt of such written notice (the “Cure Period”) during which it may cure the condition, if curable. If the Corporation fails to cure the condition constituting Good Reason during the Cure Period, the Participant must terminate
                          employment, if at all, within one year following the end of the Cure Period in order for such termination to constitute a termination for Good Reason. The Participant’s mental or physical incapacity following the occurrence of an
                          event described above in clauses (i) through (iii) shall not affect the Participant’s ability to terminate employment for Good Reason.

                        

                        

                        
                          
                            	(e)	
                                    “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; (v) willful misconduct injurious to the Company, as determined by the Committee; (vi) negligent conduct injurious to the Company,
                                      including negligent supervision of a subordinate who causes significant harm to the Company as determined by the Committee; or (vii) prior to a Change-in-Control, such other events as shall be determined by the
                                      Committee. Following a Change-in-Control, any determination by the Committee as to whether “Cause” exists shall be subject to de novo review.

                                  


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