FindLaw For Legal Professionals Not a Legal Professional? Edit Your Profile Log Options. FindLaw Corporate Counsel Contracts Compensation Nonemployee Director Stock Option Plan - United Technologies Corp. Nonemployee Director Stock Option Plan - United Technologies Corp. The purpose of the Nonemployee Director Stock Option Plan the 'Plan' is to attract, retain and compensate the members of the Board of Directors the 'Board' of United Technologies Corporation the 'Corporation' who are not employees of the Corporation or any of its subsidiaries and to secure for the Corporation and its shareholders the benefits associated with an increased equity interest in the Corporation of such nonemployee directors. The Plan shall be administered by a committee comprised of the Chief Executive Officer, the Senior Vice President, Human Resources stock Organization and the Corporate Secretary the 'Committee'. The Committee stock have the full options to construe the Plan, to determine all questions arising under the Plan, and to adopt such rules and procedures for the administration of the Plan as the Committee may deem necessary or desirable. All decisions of the Committee in the administration of the Plan shall be conclusive and binding on all parties concerned, including the Corporation and the holders of options granted under the Plan. The Committee may authorize any one or more members of the Committee, or any one or more officers of the Corporation, to execute and deliver any documents that are necessary or desirable for the proper administration of the Plan. To the fullest extent permitted by law, no member of the Committee shall be liable, except by reason of such employee willful misconduct, for anything that is done or omitted by such member or by any other person in connection with the administration of the Plan. Stock Subject to the Plan. The total number of shares of utc stock stock the Corporation 'Common Stock' for which stock options may be granted under the Plan in any year shall not exceed a number of shares equal to multiplied by the number of Nonemployee Directors incumbent as of the date of the Corporation's Annual Meeting of shareowners, subject to adjustment as provided in Section 8 below. Such shares of Common Stock may be either authorized and unissued shares or previously issued shares that have been reacquired by the Corporation or any of its subsidiaries. Eligibility Each member of the Board who is not an employee of the Corporation or any of its subsidiaries a 'Nonemployee Options shall be eligible to receive Options in accordance with Section 5. Grant of Stock Options. On the date of the Corporation's Annual Meeting of Shareowners stock each year for so long as the Plan remains in effect the 'Grant Date'each employee Director who is elected as a director at such meeting, or whose term of office shall continue after the date of such meeting, automatically shall be granted an option to purchase 1, shares of Common Stock an 'Option'. Terms and Conditions of Stock Options. Each Option shall have the following terms and conditions: The exercise price per share of Common Stock of the Option shall be equal to the Fair Market Value of the Common Stock on the Grant Date. The Option shall vest and become exercisable on the third anniversary of the Grant Date, except that, in the event the recipient ceases to be a director by reason of Retirement, Disability, death, or if a director leaves the Board to accept full time employment with a charity, a not-for-profit institution or state, federal or local government, an Option held for at least one year from the Grant Date shall become immediately exercisable in full. The Option shall have a term of ten years commencing utc the Grant Date, but shall expire earlier under the following circumstances: An Option not exercised during this 90 day period shall expire without value unless the recipient dies within such 90 day period in which event stock Option shall expire in accordance with the provisions of clause ii below ; and ii in the event of the death of the recipient whether or not the recipient at the time is a director of the Corporationthe Option shall expire one year following the date of death. The Option shall not be transferable by the recipient employee than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the recipient only by the employee or the recipient's legal representative. In the event that an Option is exercised options an executor, administrator, legatee or distributee of the estate of a deceased recipient, the Corporation shall be under no obligation to issue the shares of Common Stock being purchased unless and until the Corporation is satisfied that the person or persons exercising the Option are the duly appointed legal representatives of the deceased recipient's estate or the proper legatees or stock thereof. The Option may be exercised, in whole or in part, by delivery to the Secretary of the Corporation of a written notice specifying the employee of shares to be purchased and by payment in full of the aggregate exercise price of the shares of Common Stock being purchased. Payment of the exercise price shall be made i in United States dollars by check or bank draft, ii by tendering to the Corporation shares of Common Stock owned by the person exercising the Option having a Fair Market Value determined as of the date of exercise equal to the aggregate exercise price, iii by a combination of United States dollars and Common Stock; or iv by such other methods as the Committee shall authorize. As utc in the Plan: Each Option shall be evidenced by a written agreement between the Corporation and the recipient of the Option in such form as the Committee shall prescribe. Adjustments for Changes in Outstanding Common Stock or a Restructuring Event. Notwithstanding any other provision herein to the contrary, in the event of a Change of Control of the Corporation, all outstanding Options shall become immediately exercisable for the remainder of their respective terms employee provided in Section 6 c. The term 'Change of Control' shall mean: Neither the existence of the Plan utc any action taken under the Plan shall be construed as giving any Nonemployee Director any right to continue to serve as a director of the Corporation. The rights and utc of a Nonemployee Director under the Plan may not be assigned or transferred in whole or in part, whether directly, by operation of law or otherwise except, in the event of a Nonemployee Director's death, by will or employee laws of descent and distributionincluding by options, levy, garnishment, attachment, pledge, bankruptcy options in any other manner. Any attempt to assign a recipient's interest in any Option employee voluntary or involuntary shall be void and shall be utc force or effect. No shares of Common Stock shall be issued under the Plan unless counsel for the Corporation shall be satisfied that such issuance will comply with all applicable laws, including federal and state securities laws and regulations. It shall be a condition to the obligation of the Corporation to issue shares of Common Stock upon exercise of an Option that the Nonemployee Director or other person permitted to exercise the Option pay utc the Corporation, upon demand, such amount as may be requested by stock Corporation for the purpose of satisfying any obligation of the Corporation to withhold federal, state, local or foreign income or other taxes. The Committee shall prescribe the manner in which such payment shall be made, which may include payment by means of the delivery or withholding of shares of Common Stock valued utc the Fair Market Value thereof. If the amount requested is not paid in such manner as the Committee shall prescribe, the Corporation may refuse to issue the shares of Common Stock. The Plan shall be unfunded. The Corporation shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the issuance of employee of Common Stock upon exercise of any Option. No obligation under the Stock shall be deemed to be secured by any pledge or other encumbrance on any property of the Corporation. By accepting an Option or other benefit under the Plan, each Nonemployee Director and each person claiming under or through such Nonemployee Director shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Corporation, the Board or stock Committee. Any notice to the Corporation required or permitted under any provision of the Plan shall be in writing addressed to the Secretary of the Corporation and shall be effective when utc is received. A recipient of an Option shall have no rights as a shareholder with respect to any shares of Common Stock issued upon the exercise of an Option until such time as the Option is exercised and such shares of Common Stock are issued. The Plan and all determinations made and actions taken under the Plan shall be governed by, and construed in options with, the laws of the State of Connecticut and, to the stock applicable, the laws of the United States. The Plan may be amended options the Board from time to time as the Board shall deem advisable; provided, however, that i no amendment shall become effective without the approval of the shareowners of the Corporation if such shareowner approval is required by law and ii to the extent required by Rule 16b-3, as in effect from time to time under Section 16 of the Securities Exchange Act ofas amended, the Options provisions governing the amount, price and employee of Options granted under the Plan shall not be amended more frequently than once every six months, other than to comport with changes in the Internal Revenue Code ofor the rules thereunder, as in effect from time to time. No amendment of the Plan not required by law shall adversely affect the rights of any holder with respect to any outstanding Option without such holder's written consent. Effective Date of Plan. The Plan shall become effective upon the approval of the Plan by the shareowners of the Corporation by the holders of a majority of the shares of Common Stock present and entitled to vote at a meeting utc shareowners called for such purpose. The Plan shall continue in effect until such time as the Board acts to terminate the Plan.
These far-sighted men and women could only have wondered at what would follow.
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I wonder what were to happen if you people were to come to my country and study.