<PAGE> Exhibit 10.3.A.2
UNITED TECHNOLOGIES CORPORATION
Nonemployee Director Stock Option Plan
Amendment 1
Whereas, the United Technologies Corporation Nonemployee Director Stock Option
Plan (the "Plan") was adopted by the Corporation and approved by shareowners
April 23, 1996 for the purpose of granting stock option awards to the
nonemployee directors of the Corporation; and
Whereas, Section V of the Plan provides that each nonemployee director will
receive a grant of 1,000 options each year, which amount is subject to
adjustment pursuant to Section 8 of the Plan as a result of stock splits and
other transactions effecting the Corporation's Common Stock; and
Whereas, as a result of a stock split on December 10,1996, the number of annual
options granted has been increased to 2,000; and
Whereas, the Board of Directors changed the basis for determining the number of
stock options granted under the Plan, and, as a result of such change, the
number of options granted annually will not increase to 4,000 per year by reason
of the May 17, 1999 stock split; and
Whereas, Directors Fees may now be paid, at the election of the director in
stock options in lieu of deferred stock units and cash;
Now therefore, the Plan is hereby amended effective April 28, 2000 as follows:
1. Section 3 is amended and restated as follows:
3. Stock Subject to the Plan
The total number of shares of common stock of the Corporation ("Common
Stock") for which stock options may be granted under the Plan in any year
shall be determined under Section 5 herein.
2. Section 5 of the Plan is amended and restated as follows:
5. Grant of Stock Options
(a) On the date of the Corporation's annual meeting of shareowners in each
year for so long that the Plan remains in effect (the "Grant Date"), each
nonemployee director who is elected as a director at such meeting, or who's
term of office shall continue after the date of such meeting, automatically
shall be granted options to purchase a number of shares of Common Stock (an
"Option"). The number of options so awarded shall be equal in value to
$70,000, as determined by the Black Scholes Valuation Model, utilizing the
same assumptions then employed by the Corporation for the valuation of stock
options under its other long-term incentive plans. The valuation shall be
calculated immediately prior to the annual meeting on a date determined by
the Committee. The number of Options to be granted annually shall no longer
be subject to adjustment pursuant to Section 8 of the Plan, provided however,
that once granted, Options shall continue to be adjusted automatically
without further action by the Committee or the Board in accordance with
Section 8 of the Plan to prevent the dilution or enlargement of the rights of
Participants.
(b) On the first business day of each calendar year, Options shall be granted
to nonemployee directors if and to the extent they have elected to convert
all or a portion of their annual directors fees to Options in accordance with
the United Technologies Corporation Board of Directors Deferred Stock Unit
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
July 25, 2000
