{"id":40567,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/special-incentive-agreement-united-technologies-corp-and-c.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"special-incentive-agreement-united-technologies-corp-and-c","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/special-incentive-agreement-united-technologies-corp-and-c.html","title":{"rendered":"Special Incentive Agreement &#8211; United Technologies Corp. and C. Scott Greer"},"content":{"rendered":"<pre>\n\n\n                   UNITED TECHNOLOGIES CORPORATION\n                           AND SUBSIDIARIES\n\n\nDecember 21, 1998\n\nC. Scott Greer\n160 Chesterfield Road\nBloomfield Hills, MI 48304\n\nRe:  Special Incentive Arrangement\n\nDear Scott:\n\n  As you know, over the next several months, we will be exploring the  potential\nsale of  UTA, either  in its  entirety or  in segments.   Your  support will  be\ncritical to the success of this  divestiture initiative. In addition,  marketing\nUTA without  disruption to  the ongoing,  successful operation  of the  business\npresents  special  challenges  for  you.    In  recognition  of  the  additional\nresponsibilities you will assume in connection with UTC's efforts to divest UTA,\nUTC  is  prepared  to  offer  you   certain  special  financial  incentives   in\nconsideration of certain  commitments from  you.   The incentives  consist of  a\nspecial award of restricted stock and a special cash payment, to be described in\nfull detail below.   Your commitments to  UTC pertain to:  (i) your efforts  and\nconduct in  support of  the marketing  of  the business;  (ii) your  ability  to\nmaintain UTA's successful financial  and operational performance throughout  the\nentire marketing phase, regardless of ultimate  outcome; and (iii) in the  event\nof a  divestiture, achieving  a transaction  that provides  UTC with  sufficient\nvalue for the sale of UTA.\n\n                              Incentives\n\n  If you agree  to the terms and conditions set  forth in this letter, UTC  will\naward you 10,000 shares of restricted stock.  These shares will be subject to  a\nvesting period of three years.  If, however, the business is sold prior to  that\ndate, the vesting will be accelerated to  the date that is six months  following\nthe closing date,  if the transaction  is deemed to  be 'successful' from  UTC's\nperspective.  The criteria for a successful transaction are described below.  In\nthe event that the  business is sold  in segments, your  vesting will occur  six\nmonths following the completion of  the sale of the  last business segment.   If\nthe purchaser of the business terminates your employment prior to the expiration\nof the six month  period, vesting will be  accelerated to the termination  date.\nOtherwise, you are required to remain with the business for the six month period\nfollowing the closing.   Prior to  vesting, you will  receive dividends and  all\nother rights of  share ownership,  except that  you will  not be  able to  sell,\npledge, or assign any interest in  the shares.  If  your employment with UTA  is\nterminated for any reason (other than death or disability) prior to the complete\ndivestiture of UTA or the end of the three-year vesting period, the shares  will\nbe forfeited without value.\n\n  In addition to the restricted stock  award, UTC will make a special  incentive\npayment to you  in an amount  up to $2,000,000,  subject to certain  conditions,\npayable six  months after  the closing  date of  the sale  of UTA  (or the  last\nsegment thereof) (the 'Special Incentive Payment').   The actual amount of  such\npayment will be  based upon the  degree to which  the divestiture constitutes  a\n'successful' sale, as determined by UTC  in its sole discretion, and the  degree\nto which certain other performance criteria have  been met.  The criteria for  a\nsuccessful divestiture and the other  performance criteria are described  below.\nOutstanding overall performance will result in full payment.\n                                       1\n\n\n\n                   UNITED TECHNOLOGIES CORPORATION\n                           AND SUBSIDIARIES\n\n\n\n                         Terms and Conditions\n\n  For purposes of this Agreement, a 'successful' sale will be determined on  the\nbasis of several  financial and subjective  factors.   Exact dollar  thresholds,\nformulas or percentage weightings  for different factors  will not be  utilized.\nHowever, as UTC evaluates the sale of UTA with its outside advisors, you will be\nkept informed of targets, objectives and  ranges of acceptable outcomes as  they\nare developed.  The  factors that will determine  a successful divestiture  from\nUTC's perspective include, without limitation,  the ultimate purchase price  net\nof any  retained liabilities,  the structure  of the  transaction (and  its  tax\nimpacts), the  allocation  of  tax,  environmental  and  other  liabilities  and\ncontingencies between buyer and seller, the  timing to completion, post  closing\nrisks retained by UTC, and  such other factors as  may be determined during  the\nsale process.    All  of  these  factors are  relevant  to  determining  if  the\ntransaction, on a net basis, provides adequate value to UTC relative to the long\nterm value of UTA.  UTC  will evaluate these factors  in its sole discretion  to\ndetermine  to  what  extent  the  overall  transaction  may  be  deemed  to   be\n'successful'.\n\n  In  addition to  achieving a  successful divestiture,  accelerated vesting  of\nyour restricted shares  and eligibility for  the Special  Incentive Payment  are\nboth  also  subject  to  you  (i)  maintaining  certain  individual  performance\nstandards during  the marketing  phase of  the business;  and, (ii)  maintaining\nUTA's performance during this period of time to avoid deterioration of financial\nand operating performance.\n\n  During the marketing phase, you will be expected to represent and further  the\nbest interests  of UTC  at all  times. You  will be  expected to  represent  the\nbusiness in its best light in a consistent manner to all prospective purchasers,\nregardless of your opinion as to the quality or desirability of any  prospective\npurchaser.   In addition,  it will  be imperative  that you  not engage  in  any\nindependent efforts relative to marketing UTA.  All potential purchasers and any\nother related  inquiries  or contacts  and  other information  relevant  to  the\nmarketing effort must  be directed  to the office  of UTC's  Vice President  for\nStrategic Planning.  During this  period of time, you  will also be expected  to\nmaintain absolute confidentiality with respect to  UTC's efforts and the  status\nof the divestiture efforts.  You must refrain  from any conduct that in any  way\nconflicts with  the best  interests of  UTC  in this  transaction.   Failure  to\nobserve completely the provisions of this paragraph may result in forfeiture  of\nyour shares and your rights to the special incentive payment.\n\n  Maintaining  the  successful  operation of  UTA  amid  the  distraction  of  a\npotential sale of the business presents special challenges.  Nonetheless, it  is\ncritical to UTC that UTA's achievements and momentum in several key areas not be\nsacrificed as a  result of UTC's  decision to market  the company for  potential\ndivestiture.  We expect  that all financial and  operating plans and  objectives\nwill be met during this period.   Manufacturing quality, productivity,  customer\nrelationships, employee  retention, engineering  and marketing  initiatives  and\nother key facets of the business must also not be compromised in any way.\n\n  It  is  critical that  overall  business  performance and  the  value  of  the\nbusiness be maintained, regardless  of the outcome of  divestiture efforts.   If\nUTC, in its sole discretion, determines that the quality of the business, either\nfinancially or  operationally, materially  deteriorates during  the  divestiture\n\n                                       2\n\n\n PAGE  3:  \n\n                   UNITED TECHNOLOGIES CORPORATION\n                           AND SUBSIDIARIES\n\n\nprocess, the restricted share  awards and your rights  to the Special  Incentive\nPayment will be forfeited.\n\n  The restricted share award and the Special Incentive Payment are subject to\napproval by the Compensation and Executive Development Committee of UTC's Board.\nThe benefits provided under this Agreement are separate and independent from\nyour eligibility for the Executive Leadership Group (the 'ELG') separation\nbenefit which will be payable to you subject to the terms of the ELG program,\nwithout reduction or offset for amounts provided herein.\n\n  Notwithstanding  your participation  in  this arrangement,  UTC  reserves  the\nright to terminate your employment for cause,  in which case your rights to  the\nrestricted stock and the Special Incentive Payment will be forfeited.   Examples\nof  a termination 'for cause' include failure to perform your  responsibilities,\nethical or legal violations or breach of this Agreement.\n\n  In  consideration of  the benefits  provided under  this Agreement,  you  also\nagree that you  will not voluntarily  terminate your employment  for any  reason\n(other than death or permanent disability)  during the period of this  Agreement\n(i.e. the earlier  of 6 months  following complete divestiture  or December  31,\n2001).  In the event of death or  permanent long term disability (as defined  in\nUTA's Long Term Disability Plan), vesting in the restricted stock award will  be\naccelerated and the Special Incentive Payment will be cancelled.  Resignation or\ntermination for any  other reason will  result in forfeiture  of the  restricted\nshares and the Special Incentive Payment.\n\n  We believe that with your efforts, we can achieve a successful divestiture  of\nUTA while  maintaining the  financial value  and  operational integrity  of  the\nbusiness.   Please acknowledge  your acceptance  by  signing and  returning  one\noriginal copy of this letter to  my office.  If  you have any questions,  please\nfeel to call me at 860-728-7655.\n\n                                   Very truly yours,\n\n\n\n                                   \/s\/William L. Bucknall, Jr.\n\n                                   William L. Bucknall, Jr.\n\n\n\n\n\nAcknowledged and Accepted:\n\n\n\n\n\n\/s\/ C. Scott Greer                                     April 1,1999\n\nC. Scott Greer                                         Date\n\n\n\n                                       3\n\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":[9539,9544],"class_list":["post-40567","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40567","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=40567"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40567"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40567"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40567"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}