Exhibit 10.19

    

    

    

    

    
       

      

      
        EXECUTIVE LEADERSHIP GROUP AGREEMENT

         

        United Technologies Corporation

         

        This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Judith Marks (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.

         

        
          

          1

          
            


          

        

        
        

         

        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 20, 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/ Judith Marks

              
	 	 	
                Judith Marks

              
	 	 	
                President, Otis Elevator Company

              
	 	 	 
	 	 	
                10 November 2017

              
	 	 	
                Date

              
	 	 	 
	 	 	
                UNITED TECHNOLOGIES CORPORATION

              
	 	 	 
	 	
                By

              	
                /s/ Elizabeth B. Amato

              
	 	 	
                Elizabeth B. Amato

              
	 	 	
                Executive Vice President and Chief Human Resources Officer

              
	 	 	 
	 	 	
                11/13/17

              
	 	 	
                Date

              


         

        

         

        

      

      
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          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

                    


            

          

          

          

          
            3

            
              


          

          
            
              
                

                

              

            

          

          
            
              	

                    	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.

          

          

          
            4

            
              


          

          
          
            
              
                

                

              

            

          

          
            
              	

                    	(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.

                    


            

          

          

        

        
          5

          
            


          

        

        
          
            
              
                 

                 

                

                EXECUTIVE LEADERSHIP GROUP AGREEMENT

                  

                  United Technologies Corporation

                 

                

                This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Laurie Havanec (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.

                
                  

                  6

                  
                    


                  

                

                
                  
                     

                  

                

                 

                

                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.

                
                  

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                        /s/ Laurie Havanec

                      
	 	 	
                        Laurie Havanec

                      
	 	 	
                        Vice President & Chief Human Resources Officer

                      
	 	 	
                        Otis Elevator

                      
	 	 	 
	 	 	 
	 	 	
                        November 8, 2019

                      
	 	 	
                        Date

                      
	 	 	 
	 	 	 
	 	 	
                        UNITED TECHNOLOGIES CORPORATION

                      
	 	 	 
	 	 	 
	 	
                        By

                      	
                        /s/ Elizabeth B. Amato

                      
	 	 	
                        Elizabeth B. Amato

                      
	 	 	
                        Executive Vice President and Chief Human Resources Officer

                      
	 	 	 
	 	 	
                        11/13/2019

                      
	 	 	
                        Date

                      


                

                

                
                  

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                    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

                             

                            

                          


                  

                  
                    
                      

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                            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

                             

                            

                          


                  

                  
                    
                      

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                            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.

                               

                              

                            


                    

                  

                  
                    

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                  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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                        EXECUTIVE LEADERSHIP GROUP AGREEMENT

                          

                          United Technologies Corporation

                         

                        

                        This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Mark Eubanks (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 April 1, 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.

                      

                      
                        

                        13

                        
                          


                        

                      

                      
                        
                          
                            
                               
                                

                                

                              

                            

                          

                        

                        	 	 	
                                /s/ Mark Eubanks

                              
	 	 	
                                Mark Eubanks

                              
	 	 	
                                President, Otis EMEA

                              
	 	 	
                                Otis

                              
	 	 	 
	 	 	 
	 	 	
                                June 14, 2019

                              
	 	 	
                                Date

                              
	 	 	 
	 	 	
                                UNITED TECHNOLOGIES CORPORATION

                              
	 	 	 
	 	By	
                                /s/ Elizabeth B. Amato

                              
	 	 	
                                Elizabeth B. Amato

                              
	 	 	
                                Executive Vice President and Chief Human Resources Officer

                              
	 	 	 
	 	 	 
	 	 	
                                08/12/2019

                              
	 	 	
                                Date

                              


                        
                          

                          14

                          
                            


                          

                        

                        
                          
                            
                              
                                 

                              

                            

                          

                        

                        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.

                                   

                                  

                                


                        

                        
                          
                            

                            15

                            
                              


                            

                          

                           
                            

                            

                          

                          	
                                  (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

                                   

                                  

                                


                        

                        
                          	
                                  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

                                    

                                  

                                


                        

                        
                          
                            

                            16

                            
                              


                            

                          

                           
                            

                            

                          

                          	
                                  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 nova review.

                                


                        

                      

                      
                        

                        17

                        
                          


                        

                      

                      
                        
                          
                            
                              
                                 

                              

                            

                          

                        

                         

                        

                        EXECUTIVE LEADERSHIP GROUP AGREEMENT

                          

                          United Technologies Corporation

                         

                        

                        This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Nora E. LaFreniere (hereinafter the “Executive”) and United
                          Technologies Corporation (“UTC”), a Delaware corporation, with an office and place of business at 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.

                         

                        

                        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.

                        
                          

                          18

                          
                            


                          

                        

                        
                          
                            
                              
                                 

                              

                            

                          

                        

                         

                        

                        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 1, 2016 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/ Nora E. LaFreniere
	
                                

                                

                              	 	
                                VP, General Counsel

                              
	

                              	 	
                                Otis

                              
	 	 	 
	

                              	

                              	
                                3/1/2016

                              
	

                              	 	Date
	 	 	 
	

                              	 	
                                UNITED TECHNOLOGIES CORPORATION

                              
	

                              	
                                

                                

                              	 

                              
	
                                

                                

                              	 By	
                                Elizabeth B. Amato

                              
	
                                

                                

                              	 	
                                Executive Vice President and Chief Human Resources Officer

                              
	 	 	 
	

                              	

                              	
                                3/2/2016

                              
	

                              	 	
                                Date

                              


                      

                    

                  

                

              

              
                

                19

                
                  


                

              

              
                
                  
                    
                      
                         

                      

                    

                  

                

                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

                           

                          

                        


                

                
                  	
                          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

                        


                

                
                  
                    

                    20

                    
                      


                    

                  

                  
                    
                      
                        
                          
                             

                          

                        

                      

                    

                  

                   

                  

                  	
                          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.

                
                  
                    

                    21

                    
                      


                    

                  

                   

                   

                  

                  	
                          (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.

                        


                

              

              
                

                22

                
                  


                

              

              
                
                  
                    
                      
                        
                           

                        

                      

                    

                  

                

                 

                

                EXECUTIVE LEADERSHIP GROUP AGREEMENT

                  

                  United Technologies Corporation

                 

                

                This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Peiming Perry Zheng (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.  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 three year
                  non-compete agreement and a waiver of claims arising from or relating to the termination of the Executive’s employment.

                
                  

                  23

                  
                    


                  

                

                
                  
                    
                      
                        
                          
                             

                          

                        

                      

                    

                  

                

                 

                

                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 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/ Peiming Perry Zheng

                      
	 	 	
                        Peiming Perry Zheng

                      
	 	 	
                        President, Otis China Area

                      
	 	 	
                        Otis Elevator

                      
	 	 	 
	 	 	
                        Jan. 27, 2017

                      
	 	 	
                        Date

                      
	 	 	 
	 	 	
                        UNITED TECHNOLOGIES CORPORATION

                      
	 	 	 
	 	
                        By

                      	
                        /s/ Elizabeth B. Amato

                      
	 	 	
                        Elizabeth B. Amato

                      
	 	 	
                        Executive Vice President and Chief Human Resources Officer

                      
	 	 	 
	 	 	
                        01/27/17

                      
	 	 	
                        Date

                      


              

              
                

                24

                
                  


                

              

              

              
                
                  
                    
                      
                         

                      

                    

                  

                

              

              
                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

                           

                          

                        


                

                
                  
                    

                    25

                    
                      


                    

                  

                   
                    

                    

                  

                  	
                          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.

                           

                          

                        


                

                
                  

                  26

                  
                    


                  

                

                 

                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.

                        


                

              

              

              
                

                27

                
                  


                

              

              

             

            

            EXECUTIVE LEADERSHIP GROUP AGREEMENT 

             

            United Technologies Corporation

             

            This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Rahul Ghai (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.  

            
              

              28

              
                


              

            

            

             

            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 IAC
              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 July 15, 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.  

            
              

              29

              
                


              

            

            

            

            

            	 	 	
                    /s/ Rahul Ghai

                  
	 	 	
                    Rahul Ghai

                  
	 	 	
                    Vice President & Chief Financial Officer

                  
	 	 	
                    Otis Elevator

                  
	 	 	 
	 	 	
                    10/20/2019

                  
	 	 	
                    Date

                  
	 	 	 
	 	 	
                    UNITED TECHNOLOGIES CORPORATION

                  
	 	 	 
	 	
                    By

                  	
                    /s/ Elizabeth B. Amato

                  
	 	 	
                    Elizabeth B. Amato

                  
	 	 	
                    Executive Vice President and Chief Human Resources Officer

                  
	 	 	 
	 	 	
                    11/5/2019

                  
	 	 	
                    Date

                  


            
              30

              
                


              

            

          

          
            
              
                
                  
                    
                      

                       

                        

                       
                      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

                                


                        

                      

                      
                        31

                        
                          


                      

                      
                        
                          

                          

                        

                      

                      
                        
                          	

                                	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

                                


                        

                      

                      
                        32

                        
                          


                      

                      
                        
                          

                          

                        

                      

                      
                        
                          	

                                	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.

                                


                        

                      

                      
                        33

                        
                          


                      

                      
                      
                        
                          

                          

                        

                      

                      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.

                                


                        

                      

                      

                      

                    

                  

                

              

            

          

        

      

      
        34

        
          


        

      

    

  

  
    
      
        
          
            
               

            

          

        

      

    

  

  
     

     

    

    EXECUTIVE LEADERSHIP GROUP AGREEMENT

      

      United Technologies Corporation

    

      This Executive Leadership Group Agreement (the “ELG Agreement”} is entered into between Stephane De Montlivault (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.

      
        35

        
          


        

      

       

      In consideration of the ELG benefits, the Executive hereby commits to membership in the ELG effective December 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 EL Program materials.

       

      

      	 	 	
              /s/ Stephane De Montlivault

            
	 	 	
              Stephane De Montlivault

            
	 	 	
              President, Otis Asia Pacific

            
	 	 	

            
	 	 	
              8 December 2017

            
	 	 	
              Date

            
	 	 	 
	 	 	
              UNITED TECHNOLOGIES CORPORATION

            
	 	 	 
	 	
              By

              

            	
              /s/ Elizabeth B. Amato

            
	 	 	
              Elizabeth B. Amato

            
	 	 	
              Executive Vice President and Chief Human Resources Officer

            
	 	 	 
	 	 	
              12/19/17

            
	 	 	
              Date

            


    

    
      36

      
        


      

    

    
      

      

      

      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

                 

                

              


      

      
        
          37

          
            


          

        

         
          

          

        

        	
                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.

      
        38

        
          


        

      

      
         
          

          

        

        	
                (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.

              


        
          39

          
            


          

        

        
          
            

            

            EXECUTIVE LEADERSHIP GROUP AGREEMENT

              

              United Technologies Corporation

          

           

          

          This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Thomas R. Vining (hereinafter the “Executive”) and United Technologies
            Corporation (“UTC”), a Delaware corporation, with an office and place of business at 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.

           

          

          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.

          
            40

            
              


            

          

           

          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 1, 2016 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/ Thomas R. Vining

                
	 	 	
                  Thomas R. Vining

                
	 	 	
                  President, Otis Americas

                
	 	 	Otis

                
	 	 	 
	 	 	
                  2/11/2016

                
	 	 	Date
	 	 	 
	 	 	
                  UNITED TECHNOLOGIES CORPORATION

                
	 	 	 
	 	
                  By

                	
                  /s/ Elizabeth B. Amato

                
	 	 	
                  Elizabeth B. Amato

                
	 	 	
                  Executive Vice President and Chief Human Resources Officer

                
	 	 	 
	 	 	
                  2/16/16

                
	 	 	
                  Date

                


        

        
          41

          
            


          

        

        
           

          

          

          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

                     

                    

                  


          

          
            
              42

              
                


              

            

             
              

              

            

            	
                    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.

          
            43

            
              


            

          

          
             
              

              

            

            	
                    (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.

                  


          

        

      

    

    44