{"id":40164,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/nonemployee-director-stock-option-plan-united-technologies6.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"nonemployee-director-stock-option-plan-united-technologies6","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/nonemployee-director-stock-option-plan-united-technologies6.html","title":{"rendered":"Nonemployee Director Stock Option Plan &#8211; United Technologies Corp."},"content":{"rendered":"<pre>\nUNITED TECHNOLOGIES CORPORATION\nNonemployee Director Stock Option Plan\n\n1.   Purpose.\n     The purpose of the Nonemployee Director Stock Option Plan (the 'Plan')\nis to attract, retain and compensate the members of the Board of Directors\n(the 'Board') of United Technologies Corporation (the 'Corporation') who are\nnot employees of the Corporation or any of its subsidiaries and to secure\nfor the Corporation and its shareholders the benefits associated with an\nincreased equity interest in the Corporation of such nonemployee directors.\n\n2.   Administration.\n     The Plan shall be administered by a committee comprised of the Chief\nExecutive Officer, the Senior Vice President, Human Resources and\nOrganization and the Corporate Secretary (the 'Committee').  The Committee\nshall have the full authority  to construe the Plan, to determine all\nquestions arising under the Plan, and to adopt such rules and procedures for\nthe administration of the Plan as the Committee may deem necessary or\ndesirable.  All decisions of the Committee in the administration of the Plan\nshall be conclusive and binding on all parties concerned, including the\nCorporation and the holders of options granted under the Plan. The Committee\nmay authorize any one or more members of the Committee, or any one or more\nofficers of the Corporation, to execute and deliver any documents that are\nnecessary or desirable for the proper administration of the Plan. To the\nfullest extent permitted by law, no member of the Committee shall be liable,\nexcept by reason of such member's willful misconduct, for anything that is\ndone or omitted by such member or by any other person in connection with the\nadministration of the Plan.\n\n3.   Stock Subject to the Plan.\n     The total number of shares of common stock of the Corporation ('Common\nStock') for which stock options may be granted under the Plan in any year\nshall not exceed a number of shares equal to 1000 multiplied by the number\nof Nonemployee Directors incumbent as of the date of the Corporation's\nAnnual Meeting of shareowners, subject to adjustment as provided in Section\n8 below. Such shares of Common Stock may be either authorized and unissued\nshares or previously issued shares that have been reacquired by the\nCorporation or any of its subsidiaries.\n\n4.   Eligibility\n     Each member of the Board who is not an employee of the Corporation or\nany of its subsidiaries (a 'Nonemployee Director') shall be eligible to\nreceive Options in accordance with Section 5.\n\n5.   Grant of Stock Options.\n     On the date of the Corporation's Annual Meeting of Shareowners in each\nyear for so long as the Plan remains in effect (the 'Grant Date'), each\nnonemployee Director who is elected as a director at such meeting, or whose\nterm of office shall continue after the date of such meeting, automatically\nshall be granted an option to purchase 1,000 shares of Common Stock (an\n'Option') .\n\n6.   Terms and Conditions of Stock Options.\n\n\n     Each Option shall have the following terms and conditions:\n\n     (a) Exercise Price.      The exercise price per share of Common Stock\nof the Option shall be equal to the Fair Market Value of the Common Stock on\nthe Grant Date.\n\n     (b) Vesting.   The Option shall vest and become exercisable on the\nthird anniversary of the Grant Date, except that, in the event the recipient\nceases to be a director by reason of Retirement, Disability, death, or if a\ndirector leaves the Board to accept full time employment with a charity, a\nnot-for-profit institution or state, federal or local government, an Option\nheld for at least one year from the Grant Date shall become immediately\nexercisable in full.\n\n     (c) Term.      The Option shall have a term of ten years commencing on\nthe Grant Date, but shall expire earlier under the following circumstances:\n(i) if the recipient shall cease to be a director of the Corporation for\nreasons other than Retirement, Disability or death, a non-vested Option\nshall be canceled without value and a vested Option shall continue to be\nexercisable for 90 days following the date on which the recipient ceases to\nbe a director.  An Option not exercised during this 90 day period shall\nexpire without value (unless the recipient dies within such 90 day period in\nwhich event the Option shall expire in accordance with the provisions of\nclause (ii) below); and (ii) in the event of the death of the recipient\n(whether or not the recipient at the time is a director of the Corporation),\nthe Option shall expire one year following the date of death.\n\n     (d) Restrictions on Transfer.      The Option shall not be transferable\nby the recipient other than by will or by the laws of descent and\ndistribution, and shall be exercisable during the lifetime of the recipient\nonly by the recipient or the recipient's legal representative.  In the event\nthat an Option is exercised by an executor, administrator, legatee or\ndistributee of the estate of a deceased recipient, the Corporation shall be\nunder no obligation to issue the shares of Common Stock being purchased\nunless and until the Corporation is satisfied that the person or persons\nexercising the Option are the duly appointed legal representatives of the\ndeceased recipient's estate or the proper legatees or distributees thereof.\n\n     (e) Exercise Notice and Payment.    The Option may be exercised, in\nwhole or in part, by delivery to the Secretary of the Corporation of a\nwritten notice specifying the number of shares to be purchased and by\npayment in full of the aggregate exercise price of the shares of Common\nStock being purchased. Payment of the exercise price shall be made (i) in\nUnited States dollars by check or bank draft, (ii) by tendering to the\nCorporation shares of Common Stock owned by the person exercising the Option\nhaving a Fair Market Value (determined as of the date of exercise) equal to\nthe aggregate exercise price,  (iii) by a combination of United States\ndollars and Common Stock; or (iv) by such other methods as the Committee\nshall authorize.\n\n     (f) Definitions.    As used in the Plan:\n\n          (i) the term 'Disability' means a medical condition or physical\nlimitation affecting the Nonemployee Director that (A) is expected to be of\nlong and continued duration and (B) renders the Nonemployee Director unable\nto perform his or her duties.\n\n\n          (ii) the term 'Fair Market Value' means the closing price of the\nCommon Stock as reported on the New York Stock Exchange Composite\nTransactions Tape or, if the New York Stock Exchange is closed or there are\nno reported transactions on the date of determination, then Fair Market\nValue shall mean the closing price on the last preceding date on which a\nclosing price is so reported.\n\n          (iii) the term 'Retirement' means termination of service on the\nBoard by reason of resignation from the Board or by reason of not standing\nfor reelection on or after age 55 with five or more years of service, but\nshall not include (A) the removal of the individual as a director for cause,\nor (B) any other termination of service on the Board resulting from an act\nof fraud, misrepresentation, embezzlement, misappropriation or conversion of\nassets or opportunities of the Corporation or any subsidiary of the\nCorporation.\n\n7.   Stock Option Agreements.\n     Each Option shall be evidenced by a written agreement between the\nCorporation and the recipient of the Option in such form as the Committee\nshall prescribe.\n\n8.   Adjustments for Changes in Outstanding Common Stock or a Restructuring\n     Event.\n     (a)  In the event of any change in the outstanding shares of Common\nStock by reason of any stock split, stock dividend, recapitalization,\ncombination or exchange of shares or any other material change in the\ncapital structure of the Corporation resulting from:  the payment of a\nspecial dividend (other than regular quarterly dividends) or other\ndistributions to shareowners without the Corporation  receiving\nconsideration therefor; the spin-off of a subsidiary; the sale of a\nsubstantial portion of the Corporation's assets;  a merger or consolidation\nin which the Corporation is the surviving entity; or other extraordinary,\nnon-recurring events affecting the Corporation's capital structure or the\nvalue of the Common Stock, equitable adjustments shall be made in the terms\nof the Plan and outstanding Options , including an adjustment in the maximum\nnumber of shares referred to in Section 3 and the number of shares of Common\nStock subject to an Option, as the Committee, in its sole discretion,\ndetermines are necessary or appropriate to prevent the dilution or\nenlargement of the rights of Plan participants.\n\n     (b)  In the event that the Corporation enters into an agreement to\nmerge or consolidate with another company and the Corporation is not the\nsurviving entity, the Corporation effects a sale of all or substantially all\nof its assets or the Corporation dissolves and liquidates, then the\nCommittee, in its sole discretion, may (i) cause the Corporation to offer to\nacquire any or all vested Options at a price per underlying share of Common\nStock equal to the difference between the exercise price per share and the\nFair Market Value per share of the Common Stock or (ii) make such other\nmodifications to outstanding Options as the Committee deems necessary or\nappropriate to maintain and protect the rights and benefits of the holders\nof Options.\n\n9.   Change of Control.\n     Notwithstanding any other provision herein to the contrary, in the\nevent of a Change of Control of the Corporation, all outstanding Options\nshall become immediately exercisable for the remainder of their respective\nterms as provided in Section 6(c). The term 'Change of Control' shall mean:\n(i) the acquisition by any person of voting shares of the Corporation if, as\n\n\na result of the acquisition, such person, or any 'group' as defined in\nSection 13 (d) (3) of the Securities Exchange Act of 1934 of which such\nperson is a part, owns at least 20% of the outstanding voting shares of the\nCorporation, or (ii) a change in the composition of the Board such that,\nwithin any period of two consecutive years, persons who (A) at the beginning\nof such period constitute the Board or (B) become directors after the\nbeginning of such period and whose election, or nomination for election by\nthe shareholders of the Corporation, was approved by a vote of at least two-\nthirds of the persons who were either directors at the beginning of such\nperiod or whose subsequent election or nomination was previously approved in\naccordance with this clause (B) cease to constitute at least a majority of\nthe Board.\n\n10.  Miscellaneous Provisions.\n     (a)  No Right to Continue as Director.  Neither the existence of the\nPlan nor any action taken under the Plan shall be construed as giving any\nNonemployee Director any right to continue to serve as a director of the\nCorporation.\n\n     (b)  Restrictions on Assignment.   The rights and benefits of a\nNonemployee Director under the Plan may not be assigned or transferred in\nwhole or in part, whether directly, by operation of law or otherwise\n(except, in the event of a Nonemployee Director's death, by will or the laws\nof descent and distribution), including by execution, levy, garnishment,\nattachment, pledge, bankruptcy or in any other manner.  Any attempt to\nassign a recipient's interest in any Option (whether voluntary or\ninvoluntary) shall be void and shall be without force or effect.\n\n     (c)  Restriction of Issuance of Common Stock.     No shares of Common\nStock shall be issued under the Plan unless counsel for the Corporation\nshall be satisfied that such issuance will comply with all applicable laws,\nincluding federal and state securities laws and regulations.\n\n     (d)  Tax Withholding.    It shall be a condition to the obligation of\nthe Corporation to issue shares of Common Stock upon exercise of an Option\nthat the Nonemployee Director (or other person permitted to exercise the\nOption) pay to the Corporation, upon demand, such amount as may be requested\nby the Corporation for the purpose of satisfying any obligation of the\nCorporation to withhold federal, state, local or foreign income or other\ntaxes.  The Committee shall prescribe the manner in which such payment shall\nbe made, which may include payment by means of the delivery or withholding\nof shares of Common Stock valued at the Fair Market Value thereof.  If the\namount requested is not paid in such manner as the Committee shall\nprescribe, the Corporation may refuse to issue the shares of Common Stock.\n\n     (e)  No Funding Requirement.  The Plan shall be unfunded. The\nCorporation shall not be required to establish any special or separate fund\nor to make any other segregation of assets to assure the issuance of shares\nof Common Stock upon exercise of any Option. No obligation under the Plan\nshall be deemed to be secured by any pledge or other encumbrance on any\nproperty of the Corporation.\n\n     (f)  Acceptance and Ratification.  By accepting an Option or other\nbenefit under the Plan, each Nonemployee Director (and each person claiming\nunder or through such Nonemployee Director) shall be conclusively deemed to\nhave indicated his or her acceptance and ratification of, and consent to,\nany action taken under the Plan by the Corporation, the Board or the\nCommittee.\n\n\n     (g)  Notices.  Any notice to the Corporation required or permitted\nunder any provision of the Plan shall be in writing addressed  to the\nSecretary of the Corporation and shall be effective when it is received.\n\n     (h)  No Shareholder Rights.   A recipient of an Option shall have no\nrights as a shareholder with respect to any shares of Common Stock  issued\nupon the exercise of an Option until such time as the Option is exercised\nand such shares of Common Stock are issued.\n\n     (I)  Governing Law.      The Plan and all determinations made and\nactions taken under the Plan shall be governed by, and construed in\naccordance with, the laws of the State of Connecticut and, to the extent\napplicable, the laws of the United States.\n\n11.  Amendment of Plan.\n     The Plan may be amended by the Board from time to time as the Board\nshall deem advisable; provided, however, that (i) no amendment shall become\neffective without the approval of the shareowners of the Corporation if such\nshareowner approval is required by law and (ii) to the extent required by\nRule 16b-3, as in effect from time to time under Section 16 of the\nSecurities Exchange Act of 1934, as amended, the Plan provisions governing\nthe amount, price and timing of Options granted under the Plan shall not be\namended more frequently than once every six months, other than to comport\nwith changes in the Internal Revenue Code of 1986, or the rules thereunder,\nas in effect from time to time.  No amendment of the Plan not required by\nlaw shall adversely affect the rights of any holder with respect to any\noutstanding Option without such holder's written consent.\n\n12.  Effective Date of Plan.\n     The Plan shall become effective upon the approval of the Plan by the\nshareowners of the Corporation by the holders of a majority of the shares of\nCommon Stock present and entitled to vote at a meeting of shareowners called\nfor such purpose.\n\n13.  Termination of Plan.\n     The Plan shall continue in effect until such time as the Board acts to\nterminate the Plan.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9177],"corporate_contracts_industries":[9473],"corporate_contracts_types":[9539,9543],"class_list":["post-40164","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-united-technologies-corp","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40164","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40164"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40164"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40164"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40164"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}