AMENDMENT NO. 1
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 (this Amendment), dated as of March 9, 2020, to the Agreement and Plan of Merger, dated as of June 9, 2019 (as amended, restated, modified or supplemented from time to time, the Merger Agreement), by and among United Technologies Corporation, a Delaware corporation (UTC), Light Merger Sub Corp., a Delaware corporation (Merger Sub), and Raytheon Company, a Delaware corporation (Raytheon), is by and among the parties hereto.
WHEREAS, pursuant to Section 8.3 of the Merger Agreement, the parties hereto wish to mutually agree to amend the Merger Agreement as described herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Merger Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
2. Amendment to the Merger Agreement.
(a) The text of Section 2.2(d)(i) of the Merger Agreement is hereby amended and restated as follows:
(d) Board of Directors of UTC. Effective as of the Effective Time, the Board of Directors of UTC shall consist of a total of fifteen (15) directors, of whom:
(i) Seven (7) directors, each of whom shall be a member of the Board of Directors of UTC as of immediately prior to the Effective Time and at least six (6) of whom shall qualify as an independent director under the listing standards of the listing standards of the New York Stock Exchange (the NYSE) and the applicable rules of the SEC (the SEC), shall be designated by the Board of Directors of UTC prior to the Effective Time, in each case until such directors successor is elected and qualified or such directors earlier death, resignation or removal, in each case in accordance with the Amended and Restated Bylaws (it being understood that until the second anniversary of the Closing Date, each other UTC Continuing Independent Director (as defined in the Amended and Restated Bylaws) shall be selected in accordance with the Amended and Restated Bylaws);