UNITED TECHNOLOGIES CORPORATION
EMPLOYEE STOCK OPTION PLAN
1. INTRODUCTION AND PURPOSE. The purpose of this Plan is to benefit the shareowners of
the Corporation by (i) encouraging high levels of performance by employees of the Corporation by
increasing the proprietary interests of such individuals in the Corporation’s growth and success;
and (ii) recognizing those employees who demonstrate outstanding performance and potential
through Awards designed to strengthen the relationship between the Corporation and such
employees. To accomplish these objectives, the Plan authorizes the Award of non-qualified stock
options to employees of the Corporation below the executive level whose efforts, responsibilities
and long-term potential enable these individuals to contribute to the long term success of the
Corporation. Stock Option Awards serve to recognize the performance and potential of such
employees, foster commitment to the Corporation and its long term goals and to reward such
individuals by sharing in any increase in the value of the Corporation’s Common Stock.
This Plan shall be effective January 1, 1997.
"Affiliate" means a corporation, partnership, joint venture or other entity in which the Corporation
has an ownership or other financial interest.
"Award" means a grant of non-qualified stock options made in accordance with the terms hereof.
"Award Date" means the date an Award is granted.
"Board" means the Board of Directors of United Technologies Corporation.
"Business Unit" means an operating division, subsidiary or affiliate of the Corporation.
"Committee" means the Committee on Compensation and Executive Development of the Board.
"Common Stock" means the common stock of the Corporation and shall include both treasury
shares and authorized but unissued shares and shall also include any security of the Corporation
issued in substitution, exchange or in lieu thereof.
"Corporation" means United Technologies Corporation.
"Expiration Date" mea