Exhibit 10
UNITED TECHNOLOGIES CORPORATION
Nonemployee Director Stock Option Plan
Amendment 6
Whereas, the Board wishes to amend the United Technologies Corporation Nonemployee Director Stock Option Plan (the “Plan”) to modify the basis for determining the number of non-qualified stock options to be awarded under the Plan;
Now therefore, the Plan is hereby amended, effective February 2, 2004, as follows:
1. | Section 5 of the Plan is amended and restated as follows: |
5. | Grant of Stock Options |
On the date of the Corporation’s annual meeting of shareowners in each year for so long as the Plan remains in effect (the “Grant Date”), each nonemployee who is elected a director at such meeting, or whose term of office shall continue after the date of such meeting, shall be granted an award of non-qualified stock options under the Plan (an “Option”). The number of Options so awarded shall be the lesser of: (i) a number Options (rounded up to a number divisible by 500) equal in value to $100,000, as determined by the Black Scholes Option Pricing Model, utilizing the same assumptions then employed by the Corporation for the valuation of stock options under its other long-term incentive plans; or (ii) 4,000. The Black Scholes valuation in clause (i) shall be calculated immediately prior to the annual meeting on a date determined by the Committee. The 4,000 Option limit in clause (ii) shall be subject to adjustment pursuant to Section 8 of the Plan.
UNITED TECHNOLOGIES CORPORATION | ||
By: | /s/ WILLIAM L. BUCKNALL, JR. | |
William L. Bucknall, Jr. Sr. Vice President Human Resources and Organization |
Attest: |
/s/ RICHARD M. KAPLAN |
Richard M. Kaplan |
Date: April 8, 2004