Retainer Payment Election Form for United Technologies Corporation Board of Directors Deferred Stock Unit Plan
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EX-10.9 4 a2018-12x3110xkexhibit109.htm EXHIBIT 10.9 Exhibit
Exhibit 10.9
UNITED TECHNOLOGIES CORPORATION
BOARD OF DIRECTORS
2019 ANNUAL COMPENSATION DISTRIBUTION ELECTION FORM
Upon election, non-employee members of the Board of Directors receive annual compensation comprised of an Annual Retainer and an Annual Award of Deferred Stock Units (“DSUs”). The compensation arrangements for non-employee Directors are as follows:
Total Combined Award | Annual Retainer Award | Annual DSU Award | |
Base Compensation | 310,000 | 124,000 | 186,000 |
Directors elected after September 30, but before the next Annual Meeting, receive half of the Base Compensation. Non-employee Directors serving in leadership roles on the Board and/or its committees additionally receive the following awards:
Total Combined Award | Annual Retainer Award | Annual DSU Award | |
Lead Director | 80,000 | 32,000 | 48,000 |
Audit Chair | 40,000 | 16,000 | 24,000 |
Audit Members | 30,000 | 12,000 | 18,000 |
Compensation Chair | 25,000 | 10,000 | 15,000 |
Finance Chair | 25,000 | 10,000 | 15,000 |
Governance Chair | 25,000 | 10,000 | 15,000 |
Directors serving in multiple leadership roles will receive the additional awards applicable to each role.
I hereby elect to receive my entire 2019 Annual Retainer Award as follows (please check one):
□ Cash
□ Deferred Stock Units
Upon retirement or termination from the Board, I elect to receive distribution of my total 2019 DSUs in (please check one):
□ 15 Annual Installments
□ 10 Annual Installments
□ A full and immediate distribution of all shares
The number of DSUs will be determined by dividing your Annual DSU Award (including your Annual Retainer Award if you so elect above) by the closing price of UTC common stock on the date of the Annual Meeting or, if you are elected to the Board between Annual Meetings, on the date your election is effective. Fractional DSUs will be credited to your account. All whole or partial DSUs will be eligible for dividend equivalents equal to UTC’s declared dividend and will be credited to your account as additional DSUs on the date the dividend is paid.
Upon retirement or termination from the Board, DSUs held in your account will be converted into shares of UTC common stock and distributed to you, unless you elected 10 or 15 annual installments, in which case DSUs will be converted to shares of stock in accordance with the installment schedule. During the installment period, the value of your account will not be taxable until each installment distribution is received. In the event of your death before distribution, the full value of your account will be distributed to your estate unless a Beneficiary Designation form is on file. DSUs will be governed by the terms and conditions of the United Technologies Corporation Board of Directors Deferred Stock Unit Plan.
________________________________ _______________________________ _______________
Signature Print Name Date
Please return by ______________to: Office of the Corporate Secretary, United Technologies Corporation
Email: ***@*** or Fax: (860) 660-0250