Amendment No. 5 to United Technologies Corporation Nonemployee Director Stock Option Plan
This amendment updates the United Technologies Corporation Nonemployee Director Stock Option Plan to comply with New York Stock Exchange rules, specifically adding a ten-year term limit unless extended by shareholder vote. The plan will now terminate on April 22, 2006, unless shareholders approve an extension. The amendment is executed by the company's senior vice president and attested by another officer.
Exhibit 10.12
UNITED TECHNOLOGIES CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
Amendment 5
Whereas, the United Technologies Corporation Nonemployee Director Stock Option Plan (the “Plan”) was adopted by the Corporation and approved by shareowners April 23, 1996; and
Whereas, the New York Stock Exchange has amended its listing standards relative to shareholder approval requirements of equity compensation arrangements to require, among other things, that the Plan have a ten-year term limit effective from the date of the most recent shareholder approval;
Now therefore, the Plan is hereby amended as follows:
| 1. | Section 13 of the Plan is amended and restated as follows: |
| 13. | Termination of Plan |
The Plan shall continue in effect until such time as the Board acts to terminate the Plan, provided, however, that the Plan shall not continue beyond April 22, 2006 unless extended by a majority vote of the Corporation’s shareowners.
| UNITED TECHNOLOGIES CORPORATION | ||
| William L. Bucknall, Jr. Sr. Vice President Human Resources and Organization | ||
| Attest: |
| Richard M. Kaplan |
| Date: January 28, 2004 |
