United Technologies Corporation
Long Term Incentive Plan
Stock Appreciation Right
Schedule of Terms
This Schedule of Terms describes the material features of the recipient’s Stock Appreciation Right Award (“Award”) granted
under the United Technologies Corporation 2005 Long Term Incentive Plan as amended and restated on April 9, 2008 (the
“LTIP”). The Award is subject to this Schedule of Terms and the terms, definitions, and provisions of the LTIP. The LTIP
Prospectus contains detailed information about the LTIP and this Award.
Stock Appreciation Right Award
A Stock Appreciation Right (a “SAR”) provides the recipient with the right to the appreciation in the common stock of the
Corporation (“Common Stock”) measured from the date of grant to the date of exercise.
Acknowledgement of Award
The number of SARs awarded and the SAR grant price are set forth in the Statement of Award. The recipient must acknowledge
and accept the terms and conditions of the SAR Award by signing and returning the designated portion of the Statement of
Award to the Stock Plan Administrator by the specified due date.
Exercise Price (or “Grant Price”)
The Grant Price represents the Fair Market Value of the Corporation’s Common Stock on the date of grant. Fair Market Value
means, as of any given date, the closing price of the Corporation’s Common Stock on the New York Stock Exchange.
Vesting and Expiration
The vesting and expiration dates are each set forth in the Statement of Award. SARs may be exercised on or after the vesting
date until the earlier of:
In the event of certain types of misconduct, awards may be forfeited, including vested awards and prior gains realized from
exercises. See “Forfeiture of Interest and Recoupment of Gains Realized from Prior Awards” on page 4.
Exercise and Payment
While employed, SARs may be exercised on or after the vesting date until the expiration date using the method prescribed by
the Corporation. Unexercised SARs will expire without