UTX United Technologies Corporation

On May 22, 2020, Raytheon Technologies Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Employee Matters Agreement previously made by and among the Company, Carrier Global Corporation (“Carrier”) and Otis Worldwide Corporation (“Otis”), dated as of April 2, 2020 (the “Agreement”).  Pursuant to the Agreement, in connection with the completed separation on April 3, 2020 of United Technologies Corporation (“UTC”) into three independent, publicly-traded companies – the Company, Carrier and Otis (the “Separation”) – legacy UTC equity awards held by both Company employees and continuing Company non-employee directors that were unvested as of the date of the Separation and certain legacy UTC equity awards held by some former Company employees as of the date of the Separation (collectively, the “Concentrated Awards”) will be converted to continue to relate exclusively to Company common stock.  The Amendment provides that the post-Separation Company stock price used in the applicable conversion ratio for Concentrated Awards held by employees and former employees shall be the opening price on the date of the Separation, instead of the simple average of the volume-weighted average price during each of the fourth and fifth full trading sessions following the Separation (the price originally chosen in the Agreement).

The increase in the Company stock price in the week following the Separation caused material discontinuity between the pre-Separation UTC stock price and the post-Separation Company stock price originally chosen in the Agreement. The Company has the right under the Agreement to choose a different post-Separation Company stock price, solely with respect to Concentrated Awards, to address the impact of this discontinuity on these awards.  The Amendment was approved by a special committee of the Company’s Board of Directors, comprised solely of independent and disinterested directors and formed for the purpose of considering a potential amendment to the Agreement to address this issue.  The committee determined that the Amendment is in the best interests of the Company and its shareowners, is beneficial for employee retention and morale, preserves the Company’s ability to continue to treat employees and retirees fairly in the conversion process, and protects the Company’s reputation as a superior employer.  The agreement of Carrier and Otis would be required to choose a different post-Separation stock price with respect to any legacy UTC equity awards other than the Concentrated Awards.  The Company sought their agreement, but Carrier and Otis did not provide it.

The description set forth above is qualified in its entirety by the full text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.