Otis Pratt & Whitney Sikorsky UTC Aerospace Systems UTC Climate, Controls & Security
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Senior Executive Severance Plan Changes

The Board of Directors Committee on Compensation and Executive Development has approved changes to the Senior Executive Severance Plan that limit benefits payable in the event of a change in control. Effective for agreements entered into after December 10, 2003, the value of change in control severance benefits may not exceed 2.99 times base salary plus most recent bonus. Lump sum severance payments, periodic cash payments, consulting fees, the value of post-termination employee benefit plan and fringe benefit continuation and additional service credit under any of the Corporation's pension and savings plans are all subject to the new 2.99X limit. The value of accelerated vesting of stock option and other long-term incentive awards is not subject to the new limit. Accelerated vesting is controlled by the terms of the Corporation's Long Term Incentive Plan. Accelerated vesting protects an existing award under a different plan and does not provide an additional severance benefit. Because penalty taxes may be imposed on a portion of change in control benefits in some cases, penalty tax reimbursement and gross up payments will continue to apply in these situations to avoid disparate tax treatment among Senior Executive Severance Plan participants. Such payments do not increase the after tax value of benefits and therefore will not count for purposes of the 2.99X limit.

The new change in control benefit limits respond to previous shareowner proposals on this subject and fulfill the Corporation's commitment made at the 2003 Annual Meeting to review the Senior Executive Severance Plan.