CARRIER GLOBAL Corp 10-Q for FY2025 Q1
CARRIER GLOBAL Corp (CARR)
10-Q
2025-05-01
For: 2025-03-31
View Original
Added on
April 11, 2026
About this 10-Q
CARRIER GLOBAL Corp filed this 10-Q on May 1, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.22B
- down 3.7% from $5.42B a year earlier
- Net income
- $412M
- up 53.2% from net income of $269M a year earlier
- Diluted EPS
- $0.47
- up 62.1% from $0.29 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
____________________________________
FORM 10-Q
____________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number 001-39220
____________________________________
(Exact name of registrant as specified in its charter)
____________________________________
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 15, 2025, there were 857,309,847 shares of Common Stock outstanding.
1
CARRIER GLOBAL CORPORATION
CONTENTS OF QUARTERLY REPORT ON FORM 10-Q
Three Months Ended March 31, 2025
| Page | |||||
Carrier Global Corporation and its subsidiaries' names, abbreviations thereof, logos and product and service designators are all either the registered or unregistered trademarks or trade names of Carrier Global Corporation and its subsidiaries. Names, abbreviations of names, logos and products and service designators of other companies are either the registered or unregistered trademarks or trade names of their respective owners. As used herein, the terms "we," "us," "our," "the Company" or "Carrier," unless the context otherwise requires, mean Carrier Global Corporation and its subsidiaries. References to internet websites in this Form 10-Q are provided for convenience only. Information available through these websites is not incorporated by reference into this Form 10-Q.
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CARRIER GLOBAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions, except per share amounts) | 2025 | 2024 | ||||||||||||||||||||||||
| Net sales | ||||||||||||||||||||||||||
| Product sales | $ | $ | ||||||||||||||||||||||||
| Service sales | ||||||||||||||||||||||||||
| Total Net sales | ||||||||||||||||||||||||||
| Costs and expenses | ||||||||||||||||||||||||||
| Cost of products sold | ( | ( | ||||||||||||||||||||||||
| Cost of services sold | ( | ( | ||||||||||||||||||||||||
| Research and development | ( | ( | ||||||||||||||||||||||||
| Selling, general and administrative | ( | ( | ||||||||||||||||||||||||
| Total Costs and expenses | ( | ( | ||||||||||||||||||||||||
| Equity method investment net earnings | ||||||||||||||||||||||||||
| Other income (expense), net | ( | |||||||||||||||||||||||||
| Operating profit | ||||||||||||||||||||||||||
| Non-service pension (expense) benefit | ||||||||||||||||||||||||||
| Interest (expense) income, net | ( | ( | ||||||||||||||||||||||||
| Earnings before income taxes | ||||||||||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ||||||||||||||||||||||||
| Earnings from continuing operations | ||||||||||||||||||||||||||
| Discontinued operations, net of tax | ||||||||||||||||||||||||||
| Net earnings (loss) | ||||||||||||||||||||||||||
| Less: Non-controlling interest in subsidiaries' | ||||||||||||||||||||||||||
| Net earnings (loss) attributable to common shareowners | $ | $ | ||||||||||||||||||||||||
| Amounts attributable to common shareowners: | ||||||||||||||||||||||||||
| Continuing operations | $ | $ | ||||||||||||||||||||||||
| Discontinued operations | ||||||||||||||||||||||||||
| Net earnings (loss) attributable to common shareowners | $ | $ | ||||||||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||
| Basic: | ||||||||||||||||||||||||||
| Continuing operations | $ | $ | ||||||||||||||||||||||||
| Discontinued operations | ||||||||||||||||||||||||||
| Net earnings (loss) | $ | $ | ||||||||||||||||||||||||
| Diluted: | ||||||||||||||||||||||||||
| Continuing operations | $ | $ | ||||||||||||||||||||||||
| Discontinued operations | ||||||||||||||||||||||||||
| Net earnings (loss) | $ | $ | ||||||||||||||||||||||||
| Weighted-average number of shares outstanding | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.
3
CARRIER GLOBAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||||||||
| Net earnings (loss) | $ | $ | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||
| Foreign currency translation adjustments arising during period | ( | |||||||||||||||||||||||||
| Amortization of unrealized cash flow hedging gain (loss) | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | |||||||||||||||||||||||||
| Comprehensive income (loss) | ( | |||||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to non-controlling interest | ||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to common shareowners | $ | $ | ( | |||||||||||||||||||||||
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.
4
CARRIER GLOBAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
| As of | ||||||||||||||
| (In millions) | March 31, 2025 | December 31, 2024 | ||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventories, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Future income tax benefits | ||||||||||||||
| Fixed assets, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Pension and post-retirement assets | ||||||||||||||
| Equity method investments | ||||||||||||||
| Other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| Liabilities and Equity | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued liabilities | ||||||||||||||
| Current portion of long-term debt | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Future pension and post-retirement obligations | ||||||||||||||
| Future income tax obligations | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total Liabilities | ||||||||||||||
| Commitments and contingent liabilities (Note 19) | ||||||||||||||
| Equity | ||||||||||||||
| Common stock | ||||||||||||||
| Treasury stock | ( | ( | ||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Non-controlling interest | ||||||||||||||
| Total Equity | ||||||||||||||
| Total Liabilities and Equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.
5
CARRIER GLOBAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
| (In millions) | Accumulated Other Comprehensive Income (Loss) | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Non-Controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Net earnings (loss) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued under incentive plans, net | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchase | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| (In millions) | Accumulated Other Comprehensive Income (Loss) | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Non-Controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Net earnings (loss) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Shares issued under incentive plans, net | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Acquisition of VCS Business | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | ( | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.
6
CARRIER GLOBAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Operating Activities | ||||||||||||||
| Net earnings (loss) | $ | $ | ||||||||||||
| Discontinued operations, net of tax | ( | |||||||||||||
| Adjustments for non-cash items, net: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Deferred income tax provision | ( | ( | ||||||||||||
| Stock-based compensation costs | ||||||||||||||
| Equity method investment net earnings | ( | ( | ||||||||||||
| (Gain) loss on sale of investments / deconsolidation | ( | |||||||||||||
| Changes in operating assets and liabilities | ||||||||||||||
| Accounts receivable, net | ( | ( | ||||||||||||
| Inventories, net | ( | ( | ||||||||||||
| Accounts payable and accrued liabilities | ( | |||||||||||||
| Distributions from equity method investments | ||||||||||||||
| Other operating activities, net | ( | |||||||||||||
| Net cash flows provided by (used in) continuing operating activities | ||||||||||||||
| Net cash flows provided by (used in) discontinued operating activities | ( | ( | ||||||||||||
| Net cash flows provided by (used in) operating activities | ||||||||||||||
| Investing Activities | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Investment in businesses, net of cash acquired | ( | ( | ||||||||||||
| Dispositions of businesses | ||||||||||||||
| Settlement of derivative contracts, net | ( | |||||||||||||
| Other investing activities, net | ||||||||||||||
| Net cash flows provided by (used in) continuing investing activities | ( | ( | ||||||||||||
| Net cash flows provided by (used in) discontinued investing activities | ( | |||||||||||||
| Net cash flows provided by (used in) investing activities | ( | ( | ||||||||||||
| Financing Activities | ||||||||||||||
| Increase (decrease) in short-term borrowings, net | ( | |||||||||||||
| Issuance of long-term debt | ||||||||||||||
| Repayment of long-term debt | ( | ( | ||||||||||||
| Repurchases of common stock | ( | |||||||||||||
| Dividends paid on common stock | ( | ( | ||||||||||||
| Dividends paid to non-controlling interest | ( | |||||||||||||
| Other financing activities, net | ( | ( | ||||||||||||
| Net cash flows provided by (used in) continuing financing activities | ( | |||||||||||||
| Net cash flows provided by (used in) discontinued financing activities | ( | |||||||||||||
| Net cash flows provided by (used in) financing activities | ( | |||||||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | |||||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash, including cash classified in current assets held for sale | ( | ( | ||||||||||||
| Less: Change in cash balances classified as assets held for sale | ( | |||||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | ||||||||||||||
| Less: restricted cash | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.
7
CARRIER GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: DESCRIPTION OF THE BUSINESS
Carrier Global Corporation (the "Company") is a global leader in intelligent climate and energy solutions with a focus on providing differentiated, digitally-enabled lifecycle solutions to its customers. The Company's portfolio includes industry-leading brands such as Carrier, Viessmann, Toshiba, Automated Logic and Carrier Transicold that offer innovative heating, ventilating, air conditioning ("HVAC") and cold chain transportation solutions to enhance the lives we live and the world we share. The Company also provides a broad array of related building services, including audit, design, installation, system integration, repair, maintenance and monitoring. The Company's operations are classified into four segments: Climate Solutions Americas, Climate Solutions Europe, Climate Solutions Asia Pacific, Middle East & Africa and Climate Solutions Transportation.
In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments) necessary to state fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") have been omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). The accompanying Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for 2024 filed with the SEC on February 11, 2025 (the "2024 Form 10-K").
NOTE 2: BASIS OF PRESENTATION
The Unaudited Condensed Consolidated Financial Statements include all accounts of the Company and its wholly-owned and majority-owned subsidiaries in which it has control. Inter-company accounts and transactions have been eliminated. Related party transactions between the Company and its equity method investees have not been eliminated. Non-controlling interest represents a non-controlling investor's interests in the results of subsidiaries that the Company controls and consolidates.
Portfolio Transformation
During 2024, the Company completed several activities designed to simplify its business portfolio, transforming it into a pure-play climate and energy solutions provider. On January 2, 2024, the Company acquired the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG (“Viessmann”). The VCS Business, primarily reported in the Climate Solutions Europe segment, is a premier residential and light commercial HVAC provider in Europe that expanded our portfolio to offer a global, comprehensive suite of sustainable and innovative building and cold-chain solutions. In addition, the Company divested its Commercial and Residential Fire, Access Solutions and Industrial Fire businesses which were historically reported in its Fire & Security segment. The transactions represented a single disposal plan to separately divest multiple businesses over different reporting periods and met the criteria to be presented as discontinued operations in the accompanying financial statements. The Company also divested its Commercial Refrigeration business (“CCR”) during 2024. CCR, which was historically reported in the Climate Solutions Transportation segment (previously named Refrigeration), did not meet the criteria to be presented as discontinued operations.
8
Segment Reorganization
As a result of the Company's portfolio transformation, the Company revised its reportable segments during the first quarter to better reflect its business strategy, align its management reporting and increase transparency for investors. Under the revised segment structure, the Company has three new regional HVAC operating segments. Combined with the Climate Solutions Transportation operating segment, the four operating segments also serve as the Company's reportable segments. This model is designed to create a simplified, more focused and customer-centric organization across the globe. Each segment reports through separate management teams which regularly review their operating results with the Company's Chief Operating Decision Maker (the "CODM") determined in accordance with applicable accounting guidance. In connection with the revised structure, the CODM changed the measure used to evaluate segment profitability from Operating profit to Segment operating profit. All prior period comparative information has been recast to reflect the revised segment structure. See Note 17 – Segment Financial Data for additional information.
Separation from United Technologies
On April 3, 2020 (the "Distribution Date"), United Technologies Corporation ("UTC"), since renamed RTX Corporation ("Raytheon Technologies Corporation" or "RTX"), completed the spin-off of Carrier into an independent, publicly traded company (the "Separation") through a pro-rata distribution (the "Distribution") on a one -for-one basis of all of the outstanding shares of common stock of Carrier to UTC shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date of the Distribution. In addition, the Company entered into several agreements with UTC and Otis Worldwide Corporation ("Otis") that govern various aspects of the relationship among the Company, UTC and Otis. As of March 31, 2025, only certain portions of the Tax Matters Agreement ("TMA") remain in effect.
Recently Issued and Adopted Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") is the sole source of authoritative U.S. GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates ("ASU") to communicate changes to the codification. The Company considers the applicability and impact of all ASUs. ASUs pending adoption were assessed and determined to be either not applicable or are not expected to have a material impact on the accompanying Unaudited Condensed Consolidated Financial Statements.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires public entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The ASU requires additional disclosures and is not expected to have a material impact on the Company's financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) ("ASU 2024-03"), which requires public entities to disclose disaggregated information about expenses by nature on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of this ASU on its financial statements.
NOTE 3: INVENTORIES, NET
Inventories are stated at the lower of cost or estimated net realizable value. Cost is primarily determined based on the first-in, first-out inventory method ("FIFO") or average cost methods, which approximates current replacement cost. However, certain subsidiaries use the last-in, first-out inventory method ("LIFO").
9
Inventories, net consisted of the following:
| (In millions) | March 31, 2025 | December 31, 2024 | ||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work-in-process | ||||||||||||||
| Finished goods | ||||||||||||||
| Inventories, net | $ | $ | ||||||||||||
The Company performs periodic assessments utilizing customer demand, production requirements and historical usage rates to determine the existence of excess and obsolete inventory and records necessary provisions to reduce such inventories to the lower of cost or estimated net realizable value. Raw materials, work-in-process and finished goods are net of valuation reserves of $241 million and $215 million as of March 31, 2025 and December 31, 2024, respectively.
NOTE 4: GOODWILL AND INTANGIBLE ASSETS
The Company records goodwill as the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is tested and reviewed annually for impairment on July 1 or whenever there is a material change in events or circumstances that indicates that the fair value of the reporting unit may be less than its carrying value.
In connection with its revised segment structure, the Company performed a quantitative goodwill impairment test on its reporting units prior to the reorganization to determine if any impairment existed. The tests did not indicate any goodwill impairment. The Company then reassigned goodwill among its new reporting units using a relative fair value approach.
The changes in the carrying amount of reassigned goodwill were as follows:
| (In millions) | Climate Solutions Americas | Climate Solutions Europe | Climate Solutions Asia Pacific, Middle East & Africa | Climate Solutions Transportation | Total | |||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Identifiable intangible assets are amortized over their estimated useful lives and consisted of the following:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| (In millions) | Gross Amount | Accumulated Amortization | Net Amount | Gross Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Patents and trademarks | ( | ( | ||||||||||||||||||||||||||||||||||||
| Service portfolios and other | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
Amortization of intangible assets was as follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||||||||
| Amortization expense of Intangible assets | $ | $ | ||||||||||||||||||||||||
10
NOTE 5: BORROWINGS AND LINES OF CREDIT
Long-term debt consisted of the following:
| (In millions) | March 31, 2025 | December 31, 2024 | ||||||||||||||||||
| $ | $ | |||||||||||||||||||
| Total long-term notes | ||||||||||||||||||||
| Japanese Term Loan Facility | ||||||||||||||||||||
| Other debt (including project financing obligations and finance leases) | ||||||||||||||||||||
| Discounts and debt issuance costs | ( | ( | ||||||||||||||||||
| Total debt | ||||||||||||||||||||
| Less: current portion of long-term debt | ||||||||||||||||||||
| Long-term debt, net of current portion | $ | $ | ||||||||||||||||||
(1) 2.242 % Notes due February 15, 2025; repaid during February 2025.
Revolving Credit Facility
On December 20, 2024, the Company refinanced its revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders, permitting aggregate borrowings of up to $2.5 billion pursuant to an unsecured, unsubordinated revolving credit facility that matures in December 2029 (the "Revolving Credit Facility"). The Revolving Credit Facility supports the Company's commercial paper program and can be used for other general corporate purposes. Borrowings are available in U.S. Dollars and Euros. U.S. Dollar borrowings bear interest at either a Term SOFR Rate plus 0.10 % and a ratings-based margin or, alternatively, at an alternate base rate plus a ratings-based margin. Euro borrowings bear interest at an adjusted EURIBOR rate plus a ratings-based margin. A ratings-based commitment fee is charged on unused commitments. Upon entering into the agreement, the Company capitalized $11 million of deferred financing costs which are being amortized over its term. As of March 31, 2025, there were no borrowings outstanding under the Revolving Credit Facility.
Commercial Paper Program
The Company has a $2.0 billion unsecured, unsubordinated commercial paper program, which can be used for general corporate purposes, including the funding of working capital and potential acquisitions. As of March 31, 2025, there were no borrowings outstanding under the commercial paper program.
Project Financing Arrangements
The Company is involved in long-term construction contracts in which it arranges project financing with certain customers. As a result, the Company issued $6 million and $10 million of debt during the three months ended March 31, 2025 and 2024, respectively. Long-term debt repayments associated with these financing arrangements during the three months ended March 31, 2025 and 2024, were zero and $5 million, respectively.
11
Debt Covenants
The Revolving Credit Facility, the indenture for the long-term notes and the five-year , JPY 54 billion (approximately $400 million) senior unsecured term loan facility ("Japanese Term Loan Facility") contain affirmative and negative covenants customary for financings of these types, which, among other things, limit the Company's ability to incur certain liens, to make certain fundamental changes and to enter into sale and leaseback transactions. As of March 31, 2025, the Company was in compliance with the covenants under the agreements governing its outstanding indebtedness.
NOTE 6: FAIR VALUE MEASUREMENTS
ASC 820, Fair Value Measurement ("ASC 820"), defines fair value as the price that would be received if an asset is sold or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:
•Level 1: Observable inputs such as quoted prices in active markets;
•Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
•Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.
ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors, including foreign currency and commodity price risk. These exposures are managed through operational strategies and the use of undesignated hedging contracts. The Company's derivative assets and liabilities are measured at fair value on a recurring basis using internal models based on observable market inputs, such as forward, interest, contract and discount rates with changes in fair value reported in Other income (expense), net in the accompanying Unaudited Condensed Consolidated Statement of Operations.
During 2022, the Company entered into cross currency swaps with various financial institutions to fund a portion of the Yen-denominated purchase price of Toshiba Carrier Corporation ('TCC"). The cross currency swaps are measured at fair value on a recurring basis using observable market inputs, such as forward, discount and interest rates as well as credit default swap spreads. The Company designated the cross currency swaps as a partial hedge of its investment in certain subsidiaries whose functional currency is the Japanese Yen in order to manage foreign currency translation risk. As a result, changes in the fair value of the swaps are recorded in Equity in the accompanying Unaudited Condensed Consolidated Balance Sheet. From time to time, the Company settles and enters into new cross currency swaps with the same purpose and characteristics as initially established.
The remaining portion of the Yen-denominated purchase price was funded by the Japanese Term Loan Facility. The carrying value of the facility is translated on a recurring basis using the exchange rate at the end of the applicable period and approximates its fair value. The Company designated the Japanese Term Loan Facility as a partial hedge of its investment in certain subsidiaries whose functional currency is the Japanese Yen in order to manage foreign currency translation risk. As a result, changes in the carrying value of the term loan facility associated with foreign exchange rate movements are recorded in Equity in the Unaudited Condensed Consolidated Balance Sheet.
During 2023, the Company entered into several interest rate swap contracts to mitigate interest rate exposure on the forecasted issuance of long-term debt. The contracts had an aggregate notional amount of $1.5 billion and were designated as cash flow hedges with changes in fair value reported in Equity in the accompanying Unaudited Condensed Consolidated Balance Sheet. Fair value was measured on a recurring basis using observable market inputs, such as forward, discount and interest rates. In November 2023, the contracts were settled upon the issuance of the underlying debt. As a result, the Company deferred a net unrecognized gain of $58 million in Equity which will be subsequently recognized in Interest expense over the term of the related notes which range from 2034 to 2054. The amount expected to be amortized during 2025 is a net gain of $4 million.
12
The Company enters into cross currency swaps in order to manage foreign currency translation risk on assets denominated in a functional currency other than the U.S. Dollar. The swaps have an aggregate notional amount of $2.0 billion and are measured at fair value on a recurring basis using observable market inputs, such as forward, discount and interest rates. The Company designates the cross currency swaps as a partial hedge of its investments in certain subsidiaries whose functional currency is not the U.S. Dollar. As a result, changes in the fair value of the swaps are recorded in Equity in the accompanying Unaudited Condensed Consolidated Balance Sheet.
The following tables provide the valuation hierarchy classification of assets and liabilities that are recorded at fair value and measured on a recurring basis in the accompanying Unaudited Condensed Consolidated Balance Sheet:
| (In millions) | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| March 31, 2025 | ||||||||||||||||||||||||||
Derivative assets (1) | $ | $ | $ | $ | ||||||||||||||||||||||
Derivative liabilities (2) | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
Derivative assets (1) | $ | $ | $ | $ | ||||||||||||||||||||||
Derivative liabilities (2) | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
(1) Included in and Other assets on the accompanying Unaudited Condensed Consolidated Balance Sheet.
(2) Included in and Other long-term liabilities on the accompanying Unaudited Condensed Consolidated Balance Sheet.
The following table provides the carrying amounts and fair values of the Company's long-term notes that are not recorded at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheet:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| (In millions) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||
Total long-term notes (1) | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Excludes debt discount and issuance costs.
The fair value of the Company's long-term debt is measured based on observable market inputs which are considered Level 1 within the fair value hierarchy. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate fair value due to the short-term nature of these accounts and would be classified as Level 1 in the fair value hierarchy. The Company's financing leases and project financing obligations, included in Long-term debt and Current portion of long-term debt on the accompanying Unaudited Condensed Consolidated Balance Sheet, approximate fair value and are classified as Level 3 in the fair value hierarchy.
NOTE 7: EMPLOYEE BENEFIT PLANS
The Company sponsors U.S. and international defined benefit pension and defined contribution plans. In addition, the Company contributes to various U.S. and international multi-employer defined benefit pension plans.
Contributions to the plans were as follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||||||||
| Defined benefit plans | $ | $ | ||||||||||||||||||||||||
| Defined contribution plans | $ | $ | ||||||||||||||||||||||||
| Multi-employer pension plans | $ | $ | ||||||||||||||||||||||||
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The components of net periodic pension expense (benefit) for the defined benefit pension plans are as follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||||||||
| Service cost | $ | $ | ||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ||||||||||||||||||||||||
| Net periodic pension expense (benefit) | $ | $ | ||||||||||||||||||||||||
NOTE 8: STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation plans in accordance with ASC 718, Compensation - Stock Compensation, which requires a fair-value based method for measuring the value of stock-based compensation. Fair value is measured at the date of grant and is generally not adjusted for subsequent changes. The Company's stock-based compensation plans include programs for stock appreciation rights, restricted stock units and performance share units.
Stock-based compensation expense, net of estimated forfeitures, is included in Cost of products sold, Selling, general and administrative and Research and development in the accompanying Unaudited Condensed Consolidated Statements of Operations.
Stock-based compensation cost by award type was as follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||||||||
| Equity compensation costs - equity settled | $ | $ | ||||||||||||||||||||||||
Equity compensation costs - cash settled (1) | ( | |||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | ||||||||||||||||||||||||
| Amounts recorded in continuing operations | $ | $ | ||||||||||||||||||||||||
| Amounts recorded in discontinued operations | ||||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | ||||||||||||||||||||||||
(1) The cash settled awards are classified as liability awards and are measured at fair value at each balance sheet date.
NOTE 9: PRODUCT WARRANTIES
In the ordinary course of business, the Company provides standard warranty coverage on its products. Provisions for these amounts are established at the time of sale and estimated primarily based on product warranty terms and historical claims experience. In addition, the Company incurs discretionary costs to service its products in connection with specific product performance issues. Provisions for these amounts are established when they are known and estimable. The Company assesses the adequacy of its initial provisions and will make adjustments as necessary based on known or anticipated claims or as new information becomes available that suggests it is probable that future costs will be different than estimated amounts. Amounts associated with these provisions are classified on the accompanying Unaudited Condensed Consolidated Balance Sheet as Accrued liabilities or Other long-term liabilities based on their anticipated settlement date.
14
The changes in the carrying amount of warranty related provisions are as follows:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Balance as of January 1, | $ | $ | ||||||||||||
| Warranties, performance guarantees issued and changes in estimated liability | ||||||||||||||
| Settlements made | ( | ( | ||||||||||||
| Other | ( | |||||||||||||
| Acquisitions | ||||||||||||||
| Balance as of March 31, | $ | $ | ||||||||||||
NOTE 10: EQUITY
The authorized number of shares of common stock of Carrier is 4,000,000,000 shares of $0.01 par value. As of March 31, 2025 and December 31, 2024, 949,244,473 and 948,068,772 shares of common stock were issued, respectively, which includes 89,054,545 and 70,093,639 shares of treasury stock, respectively.
Share Repurchase Program
The Company may repurchase its outstanding common stock from time to time subject to market conditions and at the Company's discretion. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act. Shares acquired are recognized at cost and presented separately on the balance sheet as a reduction to Equity. Since the initial authorization in February 2021, the Company's Board of Directors authorized the repurchase of up to $7.1 billion of the Company's outstanding common stock.
During the three months ended March 31, 2025, the Company repurchased 19.0 million shares of common stock for an aggregate purchase price of $1.3 billion. As a result, the Company had approximately $1.9 billion remaining under the current authorization at March 31, 2025.
Accumulated Other Comprehensive Income (Loss)
A summary of changes in the components of Accumulated other comprehensive income (loss) for the three months ended March 31, 2025 is as follows:
| (In millions) | Foreign Currency Translation | Defined Benefit Pension and Post-retirement Plans | Unrealized Hedging Gains (Losses) | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net | ||||||||||||||||||||||||||||||||
| Amounts reclassified, pre-tax | ( | ( | ||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
15
A summary of changes in the components of Accumulated other comprehensive income (loss) for the three months ended March 31, 2024 is as follows:
| (In millions) | Foreign Currency Translation | Defined Benefit Pension and Post-retirement Plans | Unrealized Hedging Gains (Losses) | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net | ( | ( | ||||||||||||||||||||||||||||||
| Amounts reclassified, pre-tax | ( | ( | ||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
NOTE 11: REVENUE RECOGNITION
The Company accounts for revenue in accordance with ASC 606: Revenue from Contracts with Customers. Revenue is recognized when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. A significant portion of the Company's performance obligations are recognized at a point-in-time when control of the product transfers to the customer, which is generally at the time of shipment. The remaining portion of the Company’s performance obligations are recognized over time as the customer simultaneously obtains control as the Company performs work under a contract, or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment.
External segment sales disaggregated by product and service are as follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||||||||
| Sales Type | ||||||||||||||||||||||||||
| Product | $ | $ | ||||||||||||||||||||||||
| Service | ||||||||||||||||||||||||||
| Climate Solutions Americas sales | ||||||||||||||||||||||||||
| Product | ||||||||||||||||||||||||||
| Service | ||||||||||||||||||||||||||
| Climate Solutions Europe sales | ||||||||||||||||||||||||||
| Product | ||||||||||||||||||||||||||
| Service | ||||||||||||||||||||||||||
| Climate Solutions Asia Pacific, Middle East & Africa sales | ||||||||||||||||||||||||||
| Product | ||||||||||||||||||||||||||
| Service | ||||||||||||||||||||||||||
| Climate Solutions Transportation sales | ||||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
16
Contract Balances
Total contract assets and contract liabilities consisted of the following:
| (In millions) | March 31, 2025 | December 31, 2024 | ||||||||||||
Contract assets (included within Other current assets) | $ | $ | ||||||||||||
Contract assets, non-current (included within Other assets) | ||||||||||||||
| Total contract assets | ||||||||||||||
Contract liabilities (included within Accrued liabilities) | ( | ( | ||||||||||||
Contract liabilities, non-current (included within Other long-term liabilities) | ( | ( | ||||||||||||
| Total contract liabilities | ( | ( | ||||||||||||
| Net contract assets (liabilities) | $ | ( | $ | ( | ||||||||||
The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities. Contract assets relate to the conditional right to consideration for any completed performance under a contract when costs are incurred in excess of billings under the percentage-of-completion methodology. Contract liabilities relate to payments received in advance of performance under a contract or when the Company has a right to consideration that is conditioned upon transfer of a good or service to a customer. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract.
NOTE 12: RESTRUCTURING COSTS
The Company incurs costs associated with restructuring initiatives intended to improve operating performance, profitability and working capital levels. Actions associated with these initiatives may include improving productivity, workforce reductions and the consolidation of facilities. Due to the size, nature and frequency of these discrete plans, they are fundamentally different from the Company's ongoing productivity actions.
The Company recorded net pre-tax restructuring costs for new and ongoing restructuring initiatives as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (In millions) | 2025 | 2024 | |||||||||||||||||||||
| Climate Solutions Americas | $ | $ | ( | ||||||||||||||||||||
| Climate Solutions Europe | |||||||||||||||||||||||
| Climate Solutions Asia Pacific, Middle East & Africa | ( | ||||||||||||||||||||||
| Climate Solutions Transportation | |||||||||||||||||||||||
| Total Segment | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
Total restructuring costs (1) | $ | $ | |||||||||||||||||||||
| Cost of sales | $ | $ | |||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
Total restructuring costs (1) | $ | $ | |||||||||||||||||||||
(1) Restructuring costs include period-related charges.
17
The following table summarizes changes in the restructuring reserve, included in Accrued liabilities on the accompanying Unaudited Condensed Consolidated Balance Sheet:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Balance as of January 1, | $ | $ | ||||||||||||
| Net pre-tax restructuring costs | ||||||||||||||
| Acquisitions | ||||||||||||||
| Utilization, foreign exchange and other | ( | ( | ||||||||||||
| Balance as of March 31, | $ | $ | ||||||||||||
As of March 31, 2025, the Company had $56 million accrued for costs associated with its announced restructuring initiatives. The balance relates to cost reduction efforts, primarily severance related across each of the Company's segments. The Company expects a majority of the balance to be utilized within one year.
NOTE 13: INCOME TAXES
The Company accounts for income tax expense in accordance with ASC 740, Income Taxes ("ASC 740"), which requires an estimate of the annual effective income tax rate for the full year to be applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. The effective tax rate was 20.3 % for the three months ended March 31, 2025 compared with 19.3 % for the three months ended March 31, 2024. The year-over-year increase was primarily driven by the absence of a $21 million tax benefit associated with the TMA and UTC's conclusion of certain income tax matters from their 2017 and 2018 tax audit with the U.S. Internal Revenue Service ("IRS") recognized during the three months ended March 31, 2024. In addition, the three months ended March 31, 2025 included an $8 million tax benefit generated by the purchase of investment tax credits from a third-party.
The Company assesses the realizability of its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income that may be available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies and forecasts of taxable income. The Company considers all negative and positive evidence, including the weight of the evidence, to determine whether valuation allowances against deferred tax assets are required. The Company maintains valuation allowances against certain deferred tax assets.
The Company conducts business globally and files income tax returns in U.S. federal, state and foreign jurisdictions. In certain jurisdictions, the Company's operations were included in UTC's combined tax returns for the periods through the Distribution. The IRS finalized the examination of UTC's tax years 2017 and 2018 resulting in the recognition of a tax benefit of $21 million in the first quarter of 2024. The IRS examination of UTC's tax year 2020, which Carrier was included in through the date of Distribution, is expected to conclude in 2025. Carrier's tax year 2022 is under examination by the IRS, but is in an early stage. In the three months ended March 31, 2025, the Australia tax office began an audit of the Company's 2021 tax return, including the review of the disentanglement of the Chubb Australia business. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including Australia, Canada, China, France, Germany, Hong Kong, India, Italy, Mexico, the Netherlands, Poland, Singapore, the United Kingdom and the United States. The Company is no longer subject to U.S. federal income tax examination for years prior to 2020 and, with few exceptions, is no longer subject to state, local and foreign income tax examinations for tax years prior to 2013.
In the ordinary course of business, there is inherent uncertainty in quantifying the Company's income tax positions. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. The Company believes that it is reasonably possible that a net decrease in unrecognized tax benefits of $15 million to $30 million may occur within 12 months as a result of additional uncertain tax positions, the revaluation of uncertain tax positions arising from examinations, appeals, court decisions and/or the expiration of tax statutes.
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NOTE 14: EARNINGS PER SHARE
Earnings per share is computed by dividing Net earnings (loss) attributable to common shareowners by the weighted-average number of shares of common stock outstanding during the period (excluding treasury stock). Diluted earnings per share is computed by giving effect to all potentially dilutive stock awards that are outstanding. The computation of diluted earnings per share excludes the effect of the potential exercise of stock-based awards, including stock appreciation rights and stock options, when the effect of the potential exercise would be anti-dilutive.
The following table summarizes the weighted-average number of shares of common stock outstanding for basic and diluted earnings per share calculations:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions, except per share amounts) | 2025 | 2024 | ||||||||||||||||||||||||
| Net earnings (loss) attributable to common shareowners | $ | $ | ||||||||||||||||||||||||
| Basic weighted-average number of shares outstanding | ||||||||||||||||||||||||||
| Stock awards and equity units (share equivalent) | ||||||||||||||||||||||||||
| Diluted weighted-average number of shares outstanding | ||||||||||||||||||||||||||
| Antidilutive shares excluded from computation of diluted earnings per share | ||||||||||||||||||||||||||
NOTE 15: ACQUISITIONS
Acquisitions are recorded using the acquisition method of accounting in accordance with ASC 805, Business Combinations. As a result, the aggregate purchase price has been allocated to assets acquired and liabilities assumed based on the estimate of fair market value of such assets and liabilities at the date of acquisition.
Viessmann Climate Solutions
On January 2, 2024, the Company completed the acquisition of the VCS Business from Viessmann for total consideration of $14.2 billion. The purchase price consisted of (i) $11.2 billion in cash and (ii) 58,608,959 shares of the Company's common stock, subject to certain lock-up provisions and anti-dilution protection. The Company funded the cash portion of the purchase price with a combination of cash on hand, long term debt issuances and borrowings under various term facilities.
The VCS Business develops intelligent, integrated and sustainable technologies, including heat pumps, boilers, photovoltaic systems, home battery storage and digital solutions, primarily for residential customers in Europe. The Company believes that secular trends in these areas will drive significant, sustained future growth. In addition, the Company anticipates realizing significant operational synergies including savings through supplier rationalization and leverage, reduced manufacturing costs and lower general and administrative costs. Longer term, the Company expects to benefit from synergies related to service revenue expansion, leverage of distribution channels and cross-selling opportunities.
The components of the purchase price are as follows:
| (In millions) | January 2, 2024 | |||||||
| Cash | $ | |||||||
Common shares ( | ||||||||
| Total consideration | $ | |||||||
19
The allocation of the purchase price is as follows:
| (In millions) | January 2, 2024 | |||||||||||||||||||
| Cash and cash equivalents | $ | |||||||||||||||||||
| Accounts receivable | ||||||||||||||||||||
| Inventories | ||||||||||||||||||||
| Other current assets | ||||||||||||||||||||
| Fixed assets | ||||||||||||||||||||
| Intangible assets | ||||||||||||||||||||
| Other assets | ||||||||||||||||||||
| Accounts payable | ( | |||||||||||||||||||
| Other liabilities, current | ( | |||||||||||||||||||
| Future income tax obligations | ( | |||||||||||||||||||
| Other liabilities | ( | |||||||||||||||||||
| Total identifiable net assets | ||||||||||||||||||||
| Goodwill | ||||||||||||||||||||
| Total consideration | $ | |||||||||||||||||||
The excess purchase price over the estimated fair value of the net identifiable assets acquired was recognized as goodwill and totaled $7.6 billion, which is not deductible for tax purposes. Accounts receivable and current liabilities were stated at their historical carrying value, which approximates fair value given the short-term nature of these assets and liabilities. The estimate of fair value for inventory and fixed assets was based on an assessment of the acquired assets' condition as well as an evaluation of the current market value of such assets.
The Company recorded intangible assets based on its estimate of fair value which consisted of the following:
| (In millions) | Estimated Useful Life (in years) | Intangible Assets Acquired | ||||||||||||
| Customer relationships | $ | |||||||||||||
| Technology | ||||||||||||||
| Trademark | ||||||||||||||
| Backlog | ||||||||||||||
| Other | ||||||||||||||
| Total intangible assets acquired | $ | |||||||||||||
The valuation of intangible assets was determined using an income approach methodology including the multi-period excess earnings method and the relief from royalty method. Key assumptions used in estimating future cash flows included projected short-term revenue growth rates, research and development expenses, EBITDA margins, income tax rates, discount rates, customer attrition rates, royalty rates, contributory asset charge and obsolescence rates among others. The projected future cash flows are discounted to present value using an appropriate discount rate. The Company finalized the process of allocating the purchase price and valuing the acquired assets and liabilities during 2024.
During 2024, $40 million of acquisition-related costs were incurred, of which $30 million was recognized during the three months ended March 31, 2024. These acquisition costs are reflected within Selling, general and administrative in the Condensed Consolidated Statement of Operations.
The assets, liabilities and results of operations of the VCS Business were consolidated in the accompanying Condensed Consolidated Financial Statements as of the date of acquisition and reported primarily within the Company's Climate Solutions Europe segment.
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NOTE 16: DIVESTITURES
Discontinued Operations
During 2024, the Company exited its Fire & Security segment in multiple transactions that represented a single disposal plan to separately divest multiple businesses over different reporting periods. As a result, the components of the Fire & Security segment in aggregate met the criteria to be presented as discontinued operations in the accompanying Unaudited Condensed Consolidated Statement of Operations and Unaudited Condensed Consolidated Statement of Cash Flows. Amounts reported during 2024 include the operating results of each component through their respective date of sale and related gain on sale. Amounts reported during 2025 relate to retained obligations from these business divestitures.
The components of Discontinued operations, net of tax are as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (In millions) | 2025 | 2024 | |||||||||||||||||||||
| Net sales | $ | $ | |||||||||||||||||||||
| Costs of sales | ( | ||||||||||||||||||||||
| Research and development | ( | ||||||||||||||||||||||
| Selling, general and administrative | ( | ||||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||
| Interest (expense) income, net | ( | ||||||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||
| Income tax (expense) benefit | |||||||||||||||||||||||
Discontinued operations, net of tax | $ | $ | |||||||||||||||||||||
On December 2, 2024, the Company completed the sale of the Commercial and Residential Fire business ("CRF Business") for cash proceeds of $2.9 billion. The CRF Business, historically reported in the Company's Fire & Security segment, is a leading manufacturer of fire detection and alarm solutions for both commercial and residential applications. Upon sale, the Company recognized a net gain on the sale of $1.4 billion, which is included in Discontinued operations, net of tax. The net proceeds received are subject to working capital and other adjustments provided in the stock purchase agreement governing the sale of the CRF Business.
On July 1, 2024, the Company completed the sale of its Industrial Fire business ("Industrial Fire") for cash proceeds of $1.4 billion. Industrial Fire, historically reported in the Company's Fire & Security segment, is a leading manufacturer of a full spectrum of fire detection and suppression solutions and services in critical high-hazard environments, including oil and gas, power generation, marine and offshore facilities, automotive, data centers and aircraft hangars. Upon sale, the Company recognized a net gain on the sale of $319 million, which is included in Discontinued operations, net of tax.
On June 2, 2024, the Company completed the sale of its Access Solutions business ("Access Solutions") for cash proceeds of $5.0 billion. Access Solutions, historically reported in the Company's Fire & Security segment, is a global supplier of physical security and digital access solutions supporting the hospitality, commercial, education and military markets. Upon sale, the Company recognized a net gain on the sale of $1.8 billion, which is included in Discontinued operations, net of tax.
Continuing Operations
On October 1, 2024, the Company completed the sale of CCR for cash proceeds of $679 million. CCR, historically reported in the Company's Climate Solutions Transportation segment, is a global supplier of turnkey solutions for commercial refrigeration systems and services, with a primary focus on serving food retail customers, cold storage facilities and warehouses. Upon sale, the Company recognized a gross gain on the sale of $318 million, which is included in Other income (expense), net. The net proceeds received are subject to working capital and other adjustments provided in the stock purchase agreement governing the sale of CCR.
21
NOTE 17: SEGMENT FINANCIAL DATA
The Company conducts its operations through four reportable operating segments. In accordance with ASC 280 - Segment Reporting, the Company's segments maintain separate financial information for which results of operations are evaluated on a regular basis by the Company's CODM in deciding how to allocate resources and in assessing performance.
•Climate Solutions Americas (CSA) provides products, controls, services and solutions to meet the heating, cooling and ventilation needs of residential and commercial customers in North and South America while enhancing building performance, health, energy efficiency and sustainability.
•Climate Solutions Europe (CSE) provides products, controls, services and solutions to meet the heating, cooling and ventilation needs of residential and commercial customers in Europe while enhancing building performance, health, energy efficiency and sustainability.
•Climate Solutions Asia Pacific, Middle East & Africa (CSAME) provides products, controls, services and solutions to meet the heating, cooling and ventilation needs of residential and commercial customers in Asia Pacific, the Middle East and Africa while enhancing building performance, health, energy efficiency and sustainability.
•Climate Solutions Transportation (CST) includes global transport refrigeration and monitoring products, services and digital solutions for trucks, trailers, shipping containers, intermodal and rail.
The Corporate and Other category primarily includes corporate administrative functions such as tax, treasury, internal audit, legal and human resources. A portion of these costs and costs associated with shared service centers that provide transaction processing, accounting and other business support functions are allocated to the reportable segments.
Segment operating profit is the measure of profit and loss that the Company’s CODM, the Chief Executive Officer (“CEO”), uses to evaluate the financial performance of the business and as the basis for resource allocation, performance reviews and compensation. It represents operating profit (a GAAP measure) adjusted to exclude restructuring costs, amortization of acquired intangible assets and other significant items of a nonoperational nature. Targets are established on an annual basis and used by the CODM throughout the year to compare with actual results. Quarterly forecasts supplement annual targets and provide incremental information utilized to assess the performance of a segment. Variance analysis further provides insight into segment end-markets and operational cost optimization. These results also support the CODM to manage the Company’s business portfolio.
Consistent with the management approach for segment reporting, the tables below present reported external net sales and significant expense categories for each of the Company’s segments that are regularly provided to the CODM and included in its reported measure of segment profit or loss. The Company manages research and development costs on a global basis and allocates these costs to the reportable segments.
A summary of results by reportable segment are as follows:
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | CSA | CSE | CSAME | CST | Segment Total | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Research and development | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Equity method investment net earnings | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
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| Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | CSA | CSE | CSAME | CST | Segment Total | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Research and development | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Equity method investment net earnings | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||||||||
| Reconciliation to Earnings before income taxes | ||||||||||||||||||||||||||
| Segment operating profit | $ | $ | ||||||||||||||||||||||||
| Corporate and other | ( | ( | ||||||||||||||||||||||||
| Restructuring costs | ( | ( | ||||||||||||||||||||||||
| Amortization of acquired intangibles | ( | ( | ||||||||||||||||||||||||
| Acquisition on step-up amortization | ( | |||||||||||||||||||||||||
| Acquisition/divestiture-related costs | ( | ( | ||||||||||||||||||||||||
| Viessmann-related hedges | ( | |||||||||||||||||||||||||
| Gain on liability adjustment | ||||||||||||||||||||||||||
| Non-service pension (expense) benefit | ||||||||||||||||||||||||||
| Interest (expense) income, net | ( | ( | ||||||||||||||||||||||||
| Earnings before income taxes | $ | $ | ||||||||||||||||||||||||
Segment operating profit is not defined under GAAP and may not be comparable to similarly titled measures used by other companies. Measures of capital expenditures, depreciation expense, amortization expense and total assets by reportable segment are not provided to the CODM and therefore not disclosed.
Geographic external sales are attributed to the geographic regions based on their location of origin. With the exception of the U.S. presented in the table below, there were no individually significant countries with sales exceeding 10% of total sales during the three months ended March 31, 2025 and 2024.
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||||||||
| United States | $ | $ | ||||||||||||||||||||||||
| International: | ||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Asia Pacific | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
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NOTE 18: RELATED PARTIES
Equity Method Investments
The Company sells products to and purchases products from unconsolidated entities accounted for under the equity method and, therefore, these entities are considered to be related parties. Amounts attributable to equity method investees are as follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||||||||
Sales to equity method investees included in Product sales | $ | $ | ||||||||||||||||||||||||
Purchases from equity method investees included in Cost of products sold | $ | $ | ||||||||||||||||||||||||
The Company had receivables from and payables to equity method investees as follows:
| (In millions) | March 31, 2025 | December 31, 2024 | ||||||||||||
Receivables from equity method investees included in Accounts receivable, net | $ | $ | ||||||||||||
Payables to equity method investees included in Accounts payable | $ | $ | ||||||||||||
NOTE 19: COMMITMENTS AND CONTINGENT LIABILITIES
The Company is involved in various litigation, claims and administrative proceedings, including those related to environmental (including asbestos) and legal matters. In accordance with ASC 450, Contingencies, the Company records accruals for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These accruals are generally based upon a range of possible outcomes. If no amount within the range is a better estimate than any other, the Company accrues the minimum amount. In addition, these estimates are reviewed periodically and adjusted to reflect additional information when it becomes available. The Company is unable to predict the final outcome of the following matters based on the information currently available, except as otherwise noted. However, the Company does not believe that the resolution of any of these matters will have a material adverse effect upon its results of operations or financial condition.
Environmental Matters
The Company’s operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to investigatory, remediation, operating and maintenance costs and performance guarantees. The most likely cost to be incurred is accrued based on an evaluation of currently available facts with respect to individual sites, including the technology required to remediate, current laws and regulations and prior remediation experience.
The outstanding liabilities for environmental obligations are as follows:
| (In millions) | March 31, 2025 | December 31, 2024 | ||||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
For sites with multiple responsible parties, the Company considers its likely proportionate share of the anticipated remediation costs and the ability of other parties to fulfill their obligations in establishing a provision for these costs. Accrued environmental liabilities are not reduced by potential insurance reimbursements and are undiscounted.
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Asbestos Matters
The Company's asbestos liabilities and related insurance recoveries are as follows:
| (In millions) | March 31, 2025 | December 31, 2024 | ||||||||||||
Asbestos liabilities included in Accrued liabilities | $ | $ | ||||||||||||
Asbestos liabilities included in Other long-term liabilities | ||||||||||||||
| Total Asbestos liabilities | $ | $ | ||||||||||||
Asbestos-related recoveries included in Other current assets | $ | $ | ||||||||||||
Asbestos-related recoveries included in Other assets | ||||||||||||||
| Total Asbestos-related recoveries | $ | $ | ||||||||||||
The amounts recorded for asbestos-related liabilities are based on currently available information and assumptions that the Company believes are reasonable and are made with input from outside actuarial experts. These amounts are undiscounted and exclude the Company’s legal fees to defend the asbestos claims, which are expensed as incurred. In addition, the Company has recorded insurance recovery receivables for probable asbestos-related recoveries.
Aqueous Film Forming Foam Litigation
As of March 31, 2025, the Company, Kidde-Fenwal, Inc. ("KFI") and others have been named as defendants in more than 10,000 lawsuits filed in United States state or federal courts and a single case in Canada alleging that the historic use of Aqueous Film Forming Foam ("AFFF") caused personal injuries and damage to property and water supplies. In December 2018, the U.S. Judicial Panel on Multidistrict Litigation transferred and consolidated all AFFF cases pending in the U.S. federal courts against the Company, KFI and others to the U.S. District Court for the District of South Carolina (the "MDL Proceedings"). Individual plaintiffs in the MDL Proceedings generally seek damages for alleged personal injuries, medical monitoring, diminution in property value and injunctive relief to remediate alleged contamination of water supplies. U.S. state, municipal and water utility plaintiffs in the MDL Proceedings generally seek damages and costs related to the remediation of public property and water supplies.
AFFF is a firefighting foam, developed beginning in the late 1960s pursuant to U.S. military specification, used to extinguish certain types of hydrocarbon-fueled fires. The lawsuits identified above relate to Kidde Fire Fighting, Inc., which owned the “National Foam” business that manufactured AFFF for sale to government (including the U.S. federal government) and non-government customers in the U.S. at a single facility located in West Chester, Pennsylvania (the "Pennsylvania Site"). Kidde Fire Fighting, Inc. was acquired by a UTC subsidiary in 2005 and merged into KFI in 2007. In 2013, KFI divested the AFFF businesses to an unrelated third party. The Company acquired KFI as part of the Separation in April 2020.
The key components that contribute to AFFF's fire-extinguishing capabilities are known as fluorosurfactants. Neither the Company, nor KFI, nor any of the Company's subsidiaries involved in the AFFF litigation manufactured fluorosurfactants. Instead, the National Foam business purchased these substances from unrelated third parties for use in manufacturing AFFF. Plaintiffs in the MDL Proceedings allege that the fluorosurfactants used by various manufacturers in producing AFFF contained, or over time degraded into, compounds known as per- and polyfluoroalkyl substances (referred to collectively as "PFAS"), including perflourooctanesulfonic acid ("PFOS") and perflourooctanoic acid ("PFOA"). Plaintiffs further allege that, as a result of the use of AFFF, PFOS and PFOA were released into the environment and, in some instances, ultimately reached drinking water supplies.
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Plaintiffs in the MDL Proceedings have named multiple defendants, including suppliers of chemicals and raw materials used to manufacture fluorosurfactants, fluorosurfactant manufacturers and AFFF manufacturers. The defendants in the MDL Proceedings moved for summary judgment on the government contractor defense, which potentially applies to AFFF sold to or used by the U.S. government. After full briefing and oral argument, on September 16, 2022, the MDL court declined to enter summary judgment for the defendants. The defense, however, remains available at any trial in which it would apply.
On May 14, 2023, KFI filed a voluntary petition with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under chapter 11 of the Bankruptcy Code, after the Company determined that it would not provide financial support to KFI going forward other than ensuring KFI has access to services necessary for the effective operation of its business. As a result, all litigation against KFI was automatically stayed. By agreement, all AFFF-related litigation against the Company, its other subsidiaries and RTX also was stayed. On November 21, 2023, the Bankruptcy Court ordered certain parties, including the Company, to participate in mediation sessions with respect to claims that might be asserted by and against it in the bankruptcy proceedings.
Following the conclusion of these mediation sessions in October 2024, the Company entered into a Settlement and Plan Support Agreement which contemplates that the Company will subsequently enter into three distinct settlement agreements (collectively, the “Proposed Settlement Agreements”) with KFI, the Official Committee of Unsecured Creditors appointed in KFI’s bankruptcy case (the “Committee”) and the Plaintiffs’ Executive Committee (the “MDL PEC”) appointed in the MDL Proceedings.
The first of the Proposed Settlement Agreements relates to claims that the Company is responsible for liabilities arising from KFI’s manufacture or sale of AFFF (“Estate Claims Settlement”). Upon Bankruptcy Court approval, the Estate Claims Settlement will permanently resolve all present and future claims that the Company is responsible for any liabilities of KFI, including all liabilities arising from KFI’s manufacture and sale of AFFF. The second and third of the Proposed Settlement Agreements release a very substantial amount of current and future direct claims against the Company (the “Direct Claims Settlements”). Direct claims allege that UTC, which indirectly owned KFI’s AFFF business for eight years , engaged in conduct independent of KFI that caused harm to AFFF claimants. The Company agreed to indemnify UTC for these direct claims when it was spun-off from UTC. Upon approval by the MDL Court, the Direct Claims Settlements resolve and enjoin all current and future AFFF-related direct claims against the Company by participating public water providers and airports. Non-settling parties may still assert direct AFFF-related claims, although we expect a vast majority of public water providers and airports will participate in the Direct Claims Settlements.
As part of the Proposed Settlement Agreements, the Company will pay $615 million in cash over five years , 100 % of the net sale proceeds from its sale of KFI’s assets to Pacific Avenue Capital Partners, which are estimated to be $115 million, and contribute the right to recover proceeds under certain of its insurance policies. The Company will be entitled to receive up to $2.4 billion of proceeds from those insurance policies and will contribute the first $125 million of such proceeds as additional consideration in the Direct Claims Settlements. The Company also will be entitled to any earnouts payable to KFI under the KFI sale agreement. The Company expects insurance payments it receives in the future, in the aggregate, to cover the amount paid under the Proposed Settlement Agreements. As a result of the Proposed Settlement Agreements, the Company recorded a liability in the amount of $565 million during the three months ended September 30, 2024. The amount recognized is in addition to liabilities of $50 million that the Company recorded upon the deconsolidation of KFI on May 14, 2023, as further discussed below. As of March 31, 2025, the Company has not recorded any amounts associated with expected insurance proceeds.
The Company and KFI believe that they have meritorious defenses to the remaining AFFF claims. Given the numerous factual, scientific and legal issues to be resolved relating to these claims, the Company is unable to assess the probability of liability or to reasonably estimate a range of possible loss at this time. There can be no assurance that any such future exposure will not be material in any period.
On November 14, 2024, KFI filed the chapter 11 plan of liquidation (as may be further amended, restated, supplemented, waived, or otherwise modified from time to time, the "Chapter 11 Plan"), which incorporates the Estate Claims Settlement, provides for the treatment of the various creditor classes, and establishes wind-down provisions, among other things, and the disclosure statement for the Chapter 11 Plan (as may be further amended, restated, supplemented, waived, or otherwise modified from time to time, the "Disclosure Statement"). A hearing to approve the Disclosure Statement, its ancillary documents and establish a Chapter 11 Plan confirmation timeline in the Bankruptcy Court is expected to be held in May 2025.
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Deconsolidation Due to Bankruptcy
As of May 14, 2023, the Company no longer controlled KFI as its activities are subject to review and oversight by the Bankruptcy Court. Therefore, KFI was deconsolidated and its respective assets and liabilities were derecognized from the Company’s Unaudited Condensed Consolidated Financial Statements. Upon deconsolidation, the Company determined the fair value of its retained interest in KFI to be zero and we accounted for it prospectively using the cost method.
In connection with the bankruptcy filing, KFI entered into several agreements with subsidiaries of the Company to ensure they have access to services necessary for the effective operation of their business. All post-deconsolidation activity between the Company and KFI are reported as third-party transactions recorded within the Company's Unaudited Condensed Consolidated Statement of Operations. Since the petition date, there were no material transactions between the Company and KFI other than a $15 million payment during 2024 by the Company to KFI under the terms of a tax sharing arrangement.
Income Taxes
Under the TMA relating to the Separation, the Company is responsible to UTC for its share of the Tax Cuts and Jobs Act transition tax associated with foreign undistributed earnings as of December 31, 2017. As a result, a liability of $101 million is included within the accompanying Unaudited Condensed Consolidated Balance Sheet within Other Long-Term Liabilities as of March 31, 2025. This obligation is expected to be settled in April 2026. The Company believes that the likelihood of incurring losses materially in excess of this amount is remote.
Other
The Company has other commitments and contingent liabilities related to legal proceedings, self-insurance programs and matters arising in the ordinary course of business. The Company accrues for contingencies generally based upon a range of possible outcomes. If no amount within the range is a better estimate than any other, the Company accrues the minimum amount.
In the ordinary course of business, the Company is also routinely a defendant in, party to or otherwise subject to many pending and threatened legal actions, claims, disputes and proceedings. These matters are often based on alleged violations of contract, product liability, warranty, regulatory, environmental, health and safety, employment, intellectual property, tax and other laws. In some of these proceedings, claims for substantial monetary damages are asserted against the Company and could result in fines, penalties, compensatory or treble damages or non-monetary relief. The Company does not believe that these matters will have a material adverse effect upon its results of operations, cash flows or financial condition.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
BUSINESS OVERVIEW
Business Summary
Carrier Global Corporation ("we" or "our") is a global leader in intelligent climate and energy solutions with a focus on providing differentiated, digitally-enabled lifecycle solutions to our customers. Our portfolio includes industry-leading brands such as Carrier, Viessmann, Toshiba, Automated Logic and Carrier Transicold that offer innovative heating, ventilating, air conditioning ("HVAC") and cold chain transportation solutions to enhance the lives we live and the world we share. We also provide a broad array of related building services, including audit, design, installation, system integration, repair, maintenance and monitoring. Our operations are classified into four segments: Climate Solutions Americas, Climate Solutions Europe, Climate Solutions Asia Pacific, Middle East & Africa and Climate Solutions Transportation.
Through our performance-driven culture, we anticipate creating long-term shareowner value by investing strategically to strengthen our product position in homes, buildings and across the cold chain in order to drive profitable growth. We believe our business segments are well positioned to benefit from favorable secular trends, including the mega-trends of urbanization, population growth and demographic shifts, food security and safety, digitalization, global connectivity and energy efficiency. Coupled with our industry-leading brands and track record of innovation, we continue to provide market-leading solutions for our customers.
Our worldwide operations are affected by global and regional industrial, economic and political factors, trade policies and trends. They are also affected by changes in the general level of economic activity, such as changes in business and consumer spending, construction and shipping activity as well as short-term economic factors such as currency fluctuations, commodity price volatility and supply disruptions. We continue to invest in our business, take pricing actions to mitigate supply chain and inflationary pressures, develop new products and services in order to remain competitive in our markets and use risk management strategies to mitigate various exposures.
We are actively monitoring evolving macroeconomic conditions and recent trade policy announcements. Based on our preliminary analysis, we expect to fully mitigate our expected 2025 impact from tariffs announced to date through supply chain and productivity actions as well as approximately $300 million of incremental product pricing actions. To date, tariffs have not had a material impact on our business and we are deploying additional strategies, including cost containment measures, to limit future exposure in this current market environment.
Recent Developments
Portfolio Transformation
During 2024, we completed several activities designed to simplify our business portfolio, transforming it into a pure-play climate and energy solutions provider. On January 2, 2024, we acquired the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG (“Viessmann”). The VCS Business, primarily reported in the Climate Solutions Europe segment, is a premier residential and light commercial HVAC provider in Europe that expanded our portfolio to offer a global, comprehensive suite of sustainable and innovative building and cold-chain solutions. In addition, we divested our Commercial and Residential Fire, Access Solutions and Industrial Fire businesses which were historically reported in our Fire & Security segment. The transactions represented a single disposal plan to separately divest multiple businesses over different reporting periods and met the criteria to be presented as discontinued operations. We also divested our Commercial Refrigeration business (“CCR”) during 2024. CCR, which was historically reported in the Climate Solutions Transportation segment (previously named Refrigeration), did not meet the criteria to be presented as discontinued operations.
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Segment Reorganization
As a result of our portfolio transformation, we revised our reportable segments during the first quarter to better reflect our business strategy, align our management reporting and increase transparency for investors. Under the revised segment structure, we have three new regional HVAC operating segments. Combined with the existing Climate Solutions Transportation operating segment, the four operating segments also serve as our reportable segments. This model is designed to create a simplified, more focused and customer-centric organization across the globe. Each segment reports through separate management teams which regularly review their operating results with our Chief Operating Decision Maker (the "CODM") determined in accordance with applicable accounting guidance. In connection with the revised structure, the CODM changed the measure used to evaluate segment profitability from Operating profit to Segment operating profit. All prior period comparative information has been recast to reflect the revised segment structure.
CRITICAL ACCOUNTING ESTIMATES
Preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses. We believe that the most complex and sensitive judgments, because of their potential significance to the accompanying Unaudited Condensed Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. In "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our 2024 Form 10-K, we describe the significant accounting estimates and policies used in the preparation of the accompanying Unaudited Condensed Consolidated Financial Statements. Except as noted below, there have been no significant changes in our critical accounting estimates.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2025 Compared with the Three Months Ended March 31, 2024
The following represents our consolidated net sales and operating results:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | Period Change | % Change | ||||||||||||||||||||||
| Net sales | $ | 5,218 | $ | 5,420 | $ | (202) | (4) | % | ||||||||||||||||||
| Cost of products and services sold | (3,773) | (4,035) | 262 | (6) | % | |||||||||||||||||||||
| Gross margin | 1,445 | 1,385 | 60 | 4 | % | |||||||||||||||||||||
| Operating expenses | (816) | (1,000) | 184 | (18) | % | |||||||||||||||||||||
| Operating profit | 629 | 385 | 244 | 63 | % | |||||||||||||||||||||
| Non-operating income (expense), net | (81) | (141) | 60 | (43) | % | |||||||||||||||||||||
| Earnings (loss) before income taxes | 548 | 244 | 304 | 125 | % | |||||||||||||||||||||
| Income tax expense | (111) | (47) | (64) | 136 | % | |||||||||||||||||||||
| Earnings (loss) from continuing operations | 437 | 197 | 240 | 122 | % | |||||||||||||||||||||
| Discontinued operations, net of income taxes | — | 92 | (92) | (100) | % | |||||||||||||||||||||
| Net earnings (loss) | 437 | 289 | 148 | 51 | % | |||||||||||||||||||||
| Less: Non-controlling interest in subsidiaries' earnings from operations | 25 | 20 | 5 | 25 | % | |||||||||||||||||||||
| Net earnings (loss) attributable to common shareowners | $ | 412 | $ | 269 | $ | 143 | 53 | % | ||||||||||||||||||
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Net Sales
For the three months ended March 31, 2025, Net sales were $5.2 billion, a 4% decrease compared with the same period of 2024. The components of the year-over-year change were as follows:
| Three Months Ended March 31, 2025 | ||||||||
| Organic | 2 | % | ||||||
| Foreign currency translation | (1) | % | ||||||
| Acquisitions and divestitures, net | (5) | % | ||||||
| Total % change | (4) | % | ||||||
Organic sales for the three months ended March 31, 2025 increased by 2% compared with the same period of 2024. The organic increase was primarily due to our Climate Solutions Americas segment as strong end-market demand continued to drive higher volumes. In addition, higher volumes benefited our Climate Solutions Transportation segment. These results were partially offset by lower end-market demand in both Climate Solutions Europe and Climate Solutions Asia Pacific, Middle East & Africa. Refer to "Segment Review" below for a discussion of Net sales by segment.
Gross Margin
For the three months ended March 31, 2025, gross margin was $1.4 billion, a 4% increase compared with the same period of 2024. The components were as follows:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Net sales | $ | 5,218 | $ | 5,420 | ||||||||||
| Cost of products and services sold | (3,773) | (4,035) | ||||||||||||
| Gross margin | $ | 1,445 | $ | 1,385 | ||||||||||
| Percentage of net sales | 27.7 | % | 25.6 | % | ||||||||||
Gross margin increased by $60 million compared with the three months ended March 31, 2024. As a result, gross margin as a percentage of Net sales increased by 210 basis points compared with the same period of 2024. The prior period included inventory step-up and backlog amortization resulting from the recognition of acquired assets of the VCS Business at fair value which are now fully amortized. These costs had a 200 basis point unfavorable impact on the prior period gross margin as a percentage of Net sales. In addition, ongoing customer demand, pricing improvements and our continued focus on productivity initiatives further benefited gross margin.
Operating Expenses
For the three months ended March 31, 2025, operating expenses, including Equity method investment net earnings, were $816 million, an 18% decrease compared with the same period of 2024. The components were as follows:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Selling, general and administrative | $ | (729) | $ | (807) | ||||||||||
| Research and development | (153) | (192) | ||||||||||||
| Equity method investment net earnings | 44 | 31 | ||||||||||||
| Other income (expense), net | 22 | (32) | ||||||||||||
| Total operating expenses | $ | (816) | $ | (1,000) | ||||||||||
| Percentage of net sales | 15.6 | % | 18.5 | % | ||||||||||
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For the three months ended March 31, 2025, Selling, general and administrative expenses were $729 million, a 10% decrease compared with the same period of 2024. The decrease relates to productivity initiatives associated with our portfolio transformation and synergies associated with the integration of the VCS Business. These benefits were partially offset by higher compensation and other employee-related costs. In addition, the current period also included $6 million of acquisition and divestiture-related costs compared with $48 million during the three months ended March 31, 2024.
Research and development costs relate to new product development and new technology innovation. Due to the variable nature of program development schedules, year-over-year spending levels can fluctuate. In addition, we continue to invest to prepare for future product innovations and digital controls technologies.
Investments over which we do not exercise control, but have significant influence, are accounted for using the equity method of accounting. For the three months ended March 31, 2025, Equity method investment net earnings were $44 million, a 42% increase compared with the same period of 2024. The increase was primarily due to a $23 million non-recurring charge in the prior year associated with the devaluation of U.S. Dollar denominated balances at an equity investment in Egypt.
Other income (expense), net primarily includes the impact of gains and losses related to the sale of businesses or interests in our equity method investments, foreign currency gains and losses on transactions that are denominated in a currency other than an entity's functional currency and hedging-related activities. In connection with the acquisition of the VCS Business, we recognized an $86 million loss during the three months ended March 31, 2024, on the mark-to-market valuation of our window forward contracts associated with the expected cash outflows of the Euro-denominated purchase price of the VCS Business. In addition, we recognized a $46 million gain associated with the TMA and UTC's conclusion of certain income tax matters from their 2017 and 2018 tax audit with the Internal Revenue Service ("IRS").
Non-Operating Income (Expense), net
For the three months ended March 31, 2025, Non-operating income (expense), net was $81 million, a 43% decrease compared with the same period of 2024. The components were as follows:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Non-service pension (expense) benefit | $ | 1 | $ | — | ||||||||||
| Interest expense | $ | (112) | $ | (156) | ||||||||||
| Interest income | 30 | 15 | ||||||||||||
| Interest (expense) income, net | $ | (82) | $ | (141) | ||||||||||
| Non-operating income (expense), net | $ | (81) | $ | (141) | ||||||||||
Non-operating income (expense), net includes the results from activities other than normal business operations such as interest expense, interest income and the non-service components of pension and post-retirement obligations. Interest expense is affected by the amount of debt outstanding and the interest rates on that debt. For the three months ended March 31, 2025, Interest expense was $112 million, a 28% decrease compared with the same period of 2024. Consistent with our capital allocation strategy, we reduced our outstanding debt by approximately $3 billion over the course of 2024 and repaid an additional $1.2 billion during the current period.
Income Taxes
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Effective tax rate | 20.3 | % | 19.3 | % | ||||||||||
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We account for income tax expense in accordance with ASC 740, which requires an estimate of the annual effective income tax rate for the full year to be applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. The effective tax rate was 20.3% for the three months ended March 31, 2025, compared with 19.3% for the three months ended March 31, 2024. The year-over-year increase was primarily driven by the absence of a $21 million tax benefit associated with the TMA and UTC's conclusion of certain income tax matters from their 2017 and 2018 tax audit with the IRS recognized during the three months ended March 31, 2024. In addition, the three months ended March 31, 2025 included an $8 million tax benefit generated by the purchase of investment tax credits from a third-party.
Adjusted Operating Profit
We report our financial results in accordance with accounting principles generally accepted in the United States ("GAAP"). In addition, we supplement the reporting of our financial information determined under GAAP with certain non-GAAP financial information. Adjusted operating profit is a non-GAAP measure and defined as consolidated operating profit (a GAAP measure), excluding restructuring costs, amortization of acquired intangibles and other significant items of a nonoperational nature. This measure is useful to investors because it is how management assesses the operating performance of the business. A reconciliation of the amounts prepared in accordance with GAAP to the corresponding non-GAAP measure appears below and provides additional information as to the items and amounts that have been excluded from the adjusted measure.
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||||||||
| Reconciliation to Adjusted operating profit | ||||||||||||||||||||||||||
| Operating profit | $ | 629 | $ | 385 | ||||||||||||||||||||||
| Restructuring costs | 8 | 8 | ||||||||||||||||||||||||
| Amortization of acquired intangibles | 201 | 172 | ||||||||||||||||||||||||
| Acquisition on step-up amortization | — | 111 | ||||||||||||||||||||||||
| Acquisition/divestiture-related costs | 5 | 48 | ||||||||||||||||||||||||
| Viessmann-related hedges | — | 86 | ||||||||||||||||||||||||
| Gain on liability adjustment | — | (46) | ||||||||||||||||||||||||
| Adjusted operating profit | $ | 843 | $ | 764 | ||||||||||||||||||||||
Adjusted operating profit may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for Operating profit in accordance with GAAP. The non-GAAP information presented provides investors with additional useful information, but should not be considered in isolation or as a substitute for the related GAAP measure. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. We encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
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SEGMENT REVIEW
We have four operating segments:
•Climate Solutions Americas provides products, controls, services and solutions to meet the heating, cooling and ventilation needs of residential and commercial customers in North and South America while enhancing building performance, health, energy efficiency and sustainability.
•Climate Solutions Europe provides products, controls, services and solutions to meet the heating, cooling and ventilation needs of residential and commercial customers in Europe while enhancing building performance, health, energy efficiency and sustainability.
•Climate Solutions Asia Pacific, Middle East & Africa provides products, controls, services and solutions to meet the heating, cooling and ventilation needs of residential and commercial customers in Asia Pacific, the Middle East and Africa while enhancing building performance, health, energy efficiency and sustainability.
•Climate Solutions Transportation includes global transport refrigeration and monitoring products, services and digital solutions for trucks, trailers, shipping containers, intermodal and rail.
Segment operating profit is the measure of profit and loss that our CODM uses to evaluate the financial performance of the business and as the basis for resource allocation, performance reviews and compensation. It represents operating profit (a GAAP measure) adjusted to exclude restructuring costs, amortization of acquired intangible assets and other significant items of a nonoperational nature.
Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024
Summary performance for each of our segments is as follows:
| Net sales | Segment operating profit | Segment operating profit margin | ||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | Three Months Ended March 31, | Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Climate Solutions Americas | $ | 2,572 | $ | 2,360 | $ | 570 | $ | 425 | 22.2 | % | 18.0 | % | ||||||||||||||||||||||||||
| Climate Solutions Europe | 1,169 | 1,292 | 105 | 167 | 9.0 | % | 12.9 | % | ||||||||||||||||||||||||||||||
| Climate Solutions Asia Pacific, Middle East & Africa | 826 | 884 | 121 | 108 | 14.6 | % | 12.2 | % | ||||||||||||||||||||||||||||||
| Climate Solutions Transportation | 651 | 884 | 97 | 113 | 14.9 | % | 12.8 | % | ||||||||||||||||||||||||||||||
| Total segment | $ | 5,218 | $ | 5,420 | $ | 893 | $ | 813 | 17.1 | % | 15.0 | % | ||||||||||||||||||||||||||
A reconciliation of Segment operating profit to Adjusted operating profit is as follows:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Segment operating profit | $ | 893 | $ | 813 | ||||||||||
| Corporate and other | (50) | (49) | ||||||||||||
| Adjusted operating profit | $ | 843 | $ | 764 | ||||||||||
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Climate Solutions Americas
For the three months ended March 31, 2025, Net sales were $2.6 billion, a 9% increase compared with the same period of 2024. The components of the year-over-year change were as follows:
| Net sales | ||||||||
| Organic | 9 | % | ||||||
| Foreign currency translation | — | % | ||||||
| Total % change in Net sales | 9 | % | ||||||
The organic increase in Net sales of 9% was driven by continued strong results in the segment. Growth in our residential business (up 20%) was primarily driven by strong end-market demand and pricing improvements compared to the prior year. In addition, ongoing customer demand in our commercial business (up 15%) further benefited segment results. These amounts were partially offset by reduced end-market demand in our light commercial business (down 34%).
For the three months ended March 31, 2025, Segment operating profit was $570 million, a 34% increase compared with the same period of 2024. The components of the year-over-year change were as follows:
| Segment operating profit | ||||||||
| Operational | 36 | % | ||||||
| Foreign currency translation | (2) | % | ||||||
| Total % change in Segment operating profit | 34 | % | ||||||
The segment operational profit increase of 36% was primarily attributable to ongoing customer demand in certain end-markets compared with the prior year. In addition, favorable productivity initiatives and higher earnings from equity method investments further benefited segment results. These benefits more than offset volume reductions in certain end-markets and higher selling, general and administrative expenses.
Climate Solutions Europe
For the three months ended March 31, 2025, Net sales were $1.2 billion, a 10% decrease compared with the same period of 2024. The components of the year-over-year change were as follows:
| Net sales | ||||||||
| Organic | (7) | % | ||||||
| Foreign currency translation | (3) | % | ||||||
| Total % change in Net sales | (10) | % | ||||||
The organic decrease in Net sales of 7% was driven by ongoing challenges in certain end-markets compared with the prior year. Results in our residential and light commercial business decreased (down 11%) due to lower volumes across the region as economic conditions, inflationary cost pressures and regulatory uncertainty impacted end-market demand. The reduction was partially offset by continued growth in our commercial business (up 5%) as a result of strong end-market demand and pricing improvements.
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For the three months ended March 31, 2025, Segment operating profit was $105 million, a 37% decrease compared with the same period of 2024. The components of the year-over-year change were as follows:
| Segment operating profit | ||||||||
| Operational | (35) | % | ||||||
| Foreign currency translation | (2) | % | ||||||
| Total % change in Segment operating profit | (37) | % | ||||||
The segment operational profit decrease of 35% was primarily attributable to volume reductions in certain end-markets compared with the prior year. Volume reductions were partially offset by favorable material costs, business integration synergies associated with the acquisition of the VCS Business and lower selling, general and administrative expenses.
Climate Solutions Asia Pacific, Middle East & Africa
For the three months ended March 31, 2025, Net sales were $826 million, a 7% decrease compared with the same period of 2024. The components of the year-over-year change were as follows:
| Net sales | ||||||||
| Organic | (6) | % | ||||||
| Foreign currency translation | (1) | % | ||||||
| Total % change in Net sales | (7) | % | ||||||
The organic decrease in Net sales of 6% was driven by volume reductions within certain end-markets compared with the prior year. Results in China decreased (down 11%) as both commercial and residential end-markets experienced economic challenges impacting demand. These results were partially offset by improved end-market demand in the remaining region.
For the three months ended March 31, 2025, Segment operating profit was $121 million, an 12% increase compared with the same period of 2024. The components of the year-over-year change were as follows:
| Segment operating profit | ||||||||
| Operational | 10 | % | ||||||
| Foreign currency translation | 2 | % | ||||||
| Total % change in Segment operating profit | 12 | % | ||||||
The segment operational profit increase of 10% was primarily attributable to higher earnings from equity method investments compared with the prior year. The increase was driven by the absence of a $23 million non-recurring charge in the prior year associated with the devaluation of U.S. Dollar denominated balances at an equity investment in Egypt. In addition, the segment benefited from favorable productivity initiatives and lower selling, general and administrative expenses. These benefits more than offset volume reductions in certain end-markets.
Climate Solutions Transportation
For the three months ended March 31, 2025, Net sales were $651 million, a 26% decrease compared to the same period of 2024. The components of the year-over-year change were as follows:
| Net sales | ||||||||
| Organic | 2 | % | ||||||
| Foreign currency translation | (1) | % | ||||||
| Acquisitions and divestitures, net | (27) | % | ||||||
| Total % change in Net sales | (26) | % | ||||||
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The organic increase in Net sales of 2% was primarily driven by volume growth within certain end-markets compared with the prior year. Container results increased (up 20%) due to improved end-market demand and pricing improvements. These results were partially offset by our transport refrigeration business (down 3%) as lower end-market demand in Europe and North America more than offset improved end-market demand in Asia.
For the three months ended March 31, 2025, Segment operating profit was $97 million, a 14% decrease compared with the same period of 2024. The components of the year-over-year change were as follows:
| Segment operating profit | ||||||||
| Operational | (9) | % | ||||||
| Foreign currency translation | (2) | % | ||||||
| Acquisitions and divestitures, net | (3) | % | ||||||
| Total % change in Segment operating profit | (14) | % | ||||||
The decrease in segment operational profit of 9% was primarily driven by higher costs associated with warranty-related issues. In addition, unfavorable mix further impacted the segment. These amounts were partially offset by higher volumes and pricing improvements compared with the prior year. In addition, the segment benefited from lower selling, general and administrative expenses.
LIQUIDITY AND FINANCIAL CONDITION
We assess liquidity in terms of our ability to generate adequate amounts of cash necessary to fund our current and future cash requirements to support our business and strategic initiatives. In doing so, we review and analyze our cash on hand, working capital, debt service requirements and capital expenditures. We rely on operating cash flows as our primary source of liquidity. In addition, we have access to other sources of capital to finance our strategic initiatives and fund growth.
As of March 31, 2025, we had cash and cash equivalents of $1.7 billion, of which approximately 85% was held by our foreign subsidiaries. We manage our worldwide cash requirements by reviewing available funds and the cost effectiveness with which we can access funds held by foreign subsidiaries. On occasion, we are required to maintain cash deposits in connection with contractual obligations related to acquisitions, divestitures or other legal obligations. As of March 31, 2025 and December 31, 2024, the amount of such restricted cash was approximately $4 million and $3 million, respectively.
We continue to actively manage and strengthen our business portfolio to meet the current and future needs of our customers. This is accomplished through research and development activities with a focus on new product development and new technology innovation as well as sustaining activities with a focus on improving existing products and reducing production costs. We also pursue potential acquisitions to complement existing products and services to enhance our product portfolio. In addition, we routinely conduct discussions, evaluate targets and enter into agreements regarding possible acquisitions, divestitures, joint ventures and equity investments to manage our business portfolio.
We believe that our available cash and operating cash flows will be sufficient to meet our future operating cash needs. Our committed credit facilities and access to the debt and equity markets provide additional sources of short-term and long-term capital to fund current operations, debt maturities and future investment opportunities. Although we believe that the arrangements currently in place permit us to finance our operations on acceptable terms and conditions, our access to and the availability of financing on acceptable terms and conditions in the future will be impacted by many factors, including: (1) our credit ratings or absence of credit ratings, (2) the level of our existing indebtedness, (3) the restrictions under our debt agreements, (4) the liquidity of the overall capital markets and (5) the state of the economy. There can be no assurance that we will be able to obtain additional financing on terms favorable to us, if at all.
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The following table contains several key measures of our financial condition and liquidity:
| (In millions) | March 31, 2025 | December 31, 2024 | ||||||||||||
| Cash and cash equivalents | $ | 1,698 | $ | 3,969 | ||||||||||
| Total debt | $ | 11,184 | $ | 12,278 | ||||||||||
| Total equity | $ | 14,198 | $ | 14,395 | ||||||||||
| Net debt (total debt less cash and cash equivalents) | $ | 9,486 | $ | 8,309 | ||||||||||
| Total capitalization (total debt plus total equity) | $ | 25,382 | $ | 26,673 | ||||||||||
| Net capitalization (total debt plus total equity less cash and cash equivalents) | $ | 23,684 | $ | 22,704 | ||||||||||
| Total debt to total capitalization | 44 | % | 46 | % | ||||||||||
| Net debt to net capitalization | 40 | % | 37 | % | ||||||||||
Borrowings and Lines of Credit
We maintain a $2.0 billion unsecured, unsubordinated commercial paper program which we can use for general corporate purposes, including the funding of working capital and potential acquisitions. In addition, we maintain a $2.5 billion revolving credit agreement with various banks (the "Revolving Credit Facility") that matures in December 2029 which supports our commercial paper borrowing program and can be used for general corporate purposes. A ratings-based commitment fee is charged on unused commitments. As of March 31, 2025, we had no borrowings outstanding under our commercial paper program or our Revolving Credit Facility.
Our short-term obligations primarily consist of current maturities of long-term debt. Our long-term obligations primarily consist of long-term notes with maturity dates ranging between 2027 and 2054. Interest payments related to long-term notes are expected to approximate $398 million per year, reflecting an approximate weighted-average interest rate of 3.63%. Any borrowings from the Revolving Credit Facility are subject to variable interest rates. See Note 5 – Borrowings and Lines of Credit in the Notes to the accompanying Unaudited Condensed Consolidated Financial Statements for additional information regarding the terms of our long-term debt obligations.
Our credit ratings are periodically reviewed by the major independent debt-rating agencies. As of March 31, 2025, Standards & Poor's Global Inc., Moody’s Investor Service Inc. and Fitch Ratings Inc. have ratings on our debt set forth in the table below:
| Rating Agency | Long-term Rating | Short-term Rating | Outlook | |||||||||||||||||
Standards & Poor's Global Inc. | BBB+ | A2 | Stable | |||||||||||||||||
Moody's Investors Service Inc. | Baa1 | P2 | Positive | |||||||||||||||||
| Fitch Ratings Inc. | BBB+ | F1 | Stable | |||||||||||||||||
Portfolio Transformation
On June 2, 2024, we completed the divestiture of our Access Solutions business for cash proceeds of $5.0 billion. On July 1, 2024, we completed the divestiture of our Industrial Fire business for cash proceeds of $1.4 billion. On October 1, 2024, we completed the divestiture of CCR for cash proceeds of $679 million, subject to customary working capital and other adjustments. On December 2, 2024, we completed the divestiture of the Commercial and Residential Fire business for cash proceeds of $2.9 billion, subject to customary working capital and other adjustments. Consistent with our capital allocation strategy, the net proceeds were used to fund repayment of debt, invest in organic and inorganic growth initiatives, capital returns to shareowners as well as for general corporate purposes.
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Share Repurchase Program
We may repurchase our outstanding common stock from time to time subject to market conditions and at our discretion. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act. Since the initial authorization in February 2021, our Board of Directors authorized the repurchase of up to $7.1 billion of our outstanding common stock.
During the three months ended March 31, 2025, we repurchased 19.0 million shares of common stock for an aggregate purchase price of $1.3 billion. As a result we had approximately $1.9 billion remaining under the current authorization at March 31, 2025.
Dividends
We paid dividends on common stock during the three months ended March 31, 2025, totaling $198 million. In April 2025, the Board of Directors declared a dividend of $0.23 per share of common stock payable on May 22, 2025, to shareowners of record at the close of business on May 2, 2025.
Discussion of Cash Flows
The following table reflects the major categories of cash flows for the following periods:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Net cash flows provided by (used in): | ||||||||||||||
| Continuing operating activities | $ | 488 | $ | 45 | ||||||||||
| Continuing investing activities | (30) | (11,080) | ||||||||||||
| Continuing financing activities | (2,747) | 2,383 | ||||||||||||
Cash flows from continuing operating activities primarily represent inflows and outflows associated with our continuing operations. Primary activities include net earnings from continuing operations adjusted for non-cash transactions, working capital changes and changes in other assets and liabilities. The year-over-year increase in net cash provided by continuing operating activities was primarily driven by higher net earnings and a decrease in working capital balances compared with the prior period. Higher accounts payable balances more than offset higher accounts receivable and inventory balances.
Cash flows from continuing investing activities primarily represent inflows and outflows associated with long-term assets. Primary activities include capital expenditures, acquisitions, divestitures and proceeds from the sale of fixed assets. During the three months ended March 31, 2025, net cash used in continuing investing activities was $30 million. The primary driver of the outflow related to $63 million of capital expenditures which was partially offset by $36 million cash inflow related to settlement of derivatives. During the three months ended March 31, 2024, net cash used in continuing investing activities was $11.1 billion. The primary driver of the outflow related to the acquisition of the VCS Business, which totaled $10.8 billion, net of cash acquired. Additional investing outflows include $209 million related to settlement of derivatives and $102 million of capital expenditures.
Cash flows from continuing financing activities primarily represent inflows and outflows associated with equity or borrowings. During the three months ended March 31, 2025, net cash used in continuing financing activities was $2.7 billion. The primary driver of the outflow was related to repurchases of our common stock totaling $1.3 billion. In addition, we made long-term debt repayments of $1.2 billion and the payment of $198 million in dividends to our common shareowners. During the three months ended March 31, 2024, net cash provided by continuing financing activities was $2.4 billion. The primary driver of the inflow related to proceeds of long-term debt of $2.5 billion used to fund the cash portion of the acquisition of the VCS Business. This amount was partially offset by the outflow related to the payment of $159 million in dividends to our common shareowners.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no significant change in our exposure to market risk during the three months ended March 31, 2025. For discussion of our exposure to market risk, refer to the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations – Market Risk and Risk Management" in our 2024 Form 10-K.
Item 4. Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we carried out an evaluation under the supervision and with the participation of our management, including the Chairman and Chief Executive Officer ("CEO"), the Senior Vice President and Chief Financial Officer ("CFO") and the Vice President, Controller and Chief Accounting Officer ("CAO") of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our CEO, CFO and CAO have concluded that, as of March 31, 2025, our disclosure controls and procedures were effective and provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO, CFO and CAO, as appropriate, to allow timely decisions regarding required disclosure.
There has been no change in our internal control over financial reporting during the three months ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
This Form 10-Q and other materials Carrier has filed or will file with the SEC contain or incorporate by reference statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements" under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as "believe," "expect," "expectations," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "outlook," "confident," "scenario" and other words of similar meaning in connection with a discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases, tax rates and other measures of financial performance or potential future plans, strategies or transactions of Carrier, Carrier's plans with respect to our indebtedness and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation, those described below and under the section titled “Risk Factors” in our 2024 Form 10-K and in subsequent reports that we file with the SEC, including this quarterly report:
•the effect of economic conditions in the industries and markets in which Carrier and our businesses operate in the U.S. and globally and any changes therein, including financial market conditions, inflationary cost pressures, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction, the impact of weather conditions, pandemic health issues, natural disasters and the financial condition of our customers and suppliers;
•challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies and new products and services;
•future levels of capital spending and research and development spending;
•future availability of credit and factors that may affect such availability, including credit market conditions and Carrier's capital structure and credit ratings;
•the timing and scope of future repurchases of Carrier's common stock, including market conditions and the level of other investing activities and uses of cash;
•delays and disruption in the delivery of materials and services from suppliers;
39
•cost reduction efforts and restructuring costs and savings and other consequences thereof;
•new business and investment opportunities;
•the outcome of legal proceedings, investigations and other contingencies;
•the impact of pension plan assumptions on future cash contributions and earnings;
•the impact of the negotiation of collective bargaining agreements and labor disputes;
•the effect of changes in political conditions in the U.S. and other countries in which Carrier and our businesses operate, including the effect of changes in U.S. trade policies, on general market conditions, global trade policies, the imposition of tariffs, and currency exchange rates in the near term and beyond;
•the effect of changes in tax, environmental, regulatory (including among other things import/export) and other laws and regulations in the U.S. and other countries in which we and our businesses operate;
•the ability of Carrier to retain and hire key personnel;
•the scope, nature, impact or timing of acquisition and divestiture activity, such as our acquisition of the VCS Business and our portfolio transformation transactions, including among other things integration of acquired businesses into existing businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs;
•a determination by the IRS and other tax authorities that the Distribution or certain related transactions should be treated as taxable transactions; and
•risks associated with current and future indebtedness, as well as our ability to reduce indebtedness and the timing thereof.
The forward-looking statements speak only as of the date of this quarterly report or, in the case of any document incorporated by reference, the date of that document. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information as to factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements is disclosed from time to time in our other filings with the SEC.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
See Note 19 – Commitments and Contingent Liabilities in the Notes to the accompanying Unaudited Condensed Consolidated Financial Statements for information regarding legal proceedings.
Except as otherwise noted previously, there have been no material developments in legal proceedings. For previously reported information about legal proceedings refer to "Business – Legal Proceedings" in our 2024 Form 10-K.
Item 1A. Risk Factors
There have been no material changes in the Company’s risk factors from those disclosed in "Risk Factors" in our 2024 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information about our purchases during the three months ended March 31, 2025, of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.
| Total Number of Shares Purchased (in 000's) | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of a Publicly Announced Program (in 000's) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) | |||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| January 1 - January 31 | 10,264 | $ | 68.19 | 10,264 | $ | 2,487 | ||||||||||||||||||||
| February 1 - February 29 | 5,771 | $ | 64.60 | 5,771 | $ | 2,114 | ||||||||||||||||||||
| March 1 - March 31 | 2,926 | $ | 64.67 | 2,926 | $ | 1,925 | ||||||||||||||||||||
| Total | 18,961 | $ | 66.55 | 18,961 | ||||||||||||||||||||||
(1) Excludes broker commissions.
We may purchase our outstanding common stock from time to time subject to market conditions and at our discretion. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act. Since the initial authorization in February 2021, the Company's Board of Directors authorized the repurchase of up $7.1 billion of the Company's outstanding common stock.
Item 5. Other Information
During the three months ended March 31, 2025, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
| Exhibit Number | Exhibit Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 31.3 | ||||||||
| 32 | ||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* (File name: carr-20250331.xml) | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document.* (File name: carr-20250331.xsd) | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.* (File name: carr-20250331_cal.xml) | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.* (File name: carr-20250331_def.xml) | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document.* (File name: carr-20250331_lab.xml) | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.* (File name: carr-20250331_pre.xml) | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101 | |||||||
Notes to Exhibits List:
* Filed herewith.
+ Exhibit is a management contract or compensatory plan or arrangement.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statement of Operations for the three months ended March 31, 2025 and 2024, (ii) Condensed Consolidated Statement of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, (iii) Condensed Consolidated Balance Sheet as of March 31, 2025 and December 31, 2024, (iv) Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2025 and 2024, (v) Condensed Consolidated Statement of Changes in Equity for the three months ended March 31, 2025 and 2024, (vi) Notes to Condensed Consolidated Financial Statements, and (vii) information set forth under Part II, Item 5, tagged as blocks of text.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CARRIER GLOBAL CORPORATION (Registrant) | |||||||||||
| Dated: | May 1, 2025 | by: | /s/PATRICK GORIS | ||||||||
| Patrick Goris | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
| (on behalf of the Registrant and as the Registrant's Principal Financial Officer) | |||||||||||
| Dated: | May 1, 2025 | by: | /s/KYLE CROCKETT | ||||||||
| Kyle Crockett | |||||||||||
| Vice President, Controller and Chief Accounting Officer | |||||||||||
| (on behalf of the Registrant and as the Registrant's Principal Accounting Officer) | |||||||||||
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Exhibit 10.1
Carrier Global Corporation
2020 Long-Term Incentive Plan
Performance Share Unit Award
Schedule of Terms
(Rev. February 6, 2025)
This Schedule of Terms describes the material features of the Participant’s Performance Share Unit Award (the “PSU Award” or the “Award”) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (the “LTIP”), subject to this Schedule of Terms, the Award Agreement, and the terms and conditions set forth in the LTIP. The LTIP Prospectus contains further information about the LTIP and this Award and is available on the Company’s internal employee website and at www.ubs.com/onesource/CARR.
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Certain Definitions
A Performance Share Unit (a “PSU”) represents the right to receive one share of common stock of Carrier Global Corporation (the “Common Stock”) (or a cash payment equal to the Fair Market Value thereof). PSUs generally vest and are converted into shares of Common Stock if, and to the extent, the associated pre-established performance targets are achieved and the Participant remains employed or otherwise engaged by the Company or the Corporation through the end of the applicable performance measurement period (see “Vesting” below), or upon an earlier Termination of Service under limited circumstances that result in accelerated vesting (see “Termination of Service” below). “Company” means Carrier Global Corporation, together with its subsidiaries, divisions and Affiliates (collectively, the “Corporation”). “Termination Date” means the date the Participant’s employment ends, or, if different, the date a Participant ceases providing services to the Corporation as an employee, consultant, or in any other capacity. For the avoidance of doubt, absences from employment by reason of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service shall not be recognized as service in determining the Termination Date. All references to termination of employment in this Schedule of Terms will be deemed to refer to “Termination of Service” as defined in the LTIP. “Committee” means the Compensation Committee of the Board. Capitalized terms not otherwise defined in this Schedule of Terms have the same meaning as defined in the LTIP.
Acknowledgement and Acceptance of Award
The number of PSUs awarded is set forth in the Award Agreement. The Award recipient (the “Participant”) must affirmatively acknowledge and accept the terms and conditions of the PSU Award within 150 days following the Grant Date. A failure to acknowledge and accept the PSU Award within such 150-day period will result in forfeiture of the PSU Award, effective as of the 150th day following the Grant Date.
Participants must acknowledge and accept the terms and conditions of this PSU Award electronically via the UBS One Source website at www.ubs.com/onesource/CARR. Participants based in certain countries may be required to acknowledge and accept the terms and conditions of this PSU Award by signing and returning the designated hard copy portion of the Award Agreement to the Stock Plan Administrator.
Vesting
PSU Awards will vest in accordance with the schedule set forth in the Award Agreement, subject to performance relative to pre-established Performance Goals, and the Participant’s continued employment or service with the Corporation through the applicable performance measurement period. The Award Agreement specifies the applicable Performance Goals, performance period, vesting date, minimum performance required for vesting, range of vesting and relative weighting for each Performance Goal.
Performance Goals include: (i) adjusted earnings per share growth (“EPS Growth”); and (ii) total shareholder return (“TSR”) relative to a subset of industrial companies in the S&P 500 index.
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EPS Growth is net income from continuing operations divided by average diluted shares outstanding, subject to adjustments for restructuring, non-recurring and other significant, defined non-operational items. The Committee may adjust the EPS Growth calculation (positively or negatively) to exclude the impact of certain items unrelated to operational performance. Such adjustment may be made when necessary to maintain the validity of the Performance Goal, as originally established. EPS Growth will be measured as a three-year compound annual growth rate target.
TSR is the change in share price over the cumulative three-year performance period (plus reinvested dividends). TSR is calculated using the trailing 20-day average share price at the beginning and end of the three-year performance period for Carrier and companies within a subset of industrial companies in the S&P 500 Index at the beginning of the performance period, assuming dividends distributed during the performance period are reinvested for additional shares of the issuing company’s stock. Carrier’s TSR is then compared to the TSR of a subset of industrial companies in the S&P 500 previously approved by the Committee to determine Carrier’s percentile ranking. If Carrier’s three-year TSR is negative, the payout portion of the PSU award is capped at 100% of the target, regardless of Carrier’s performance vs. the subset of industrial companies in the S&P 500 Index.
Unvested PSUs will be forfeited in the event of Termination of Service prior to the vesting date except in certain earlier terminations involving Retirement, Involuntary Termination, Disability, Change-in-Control Termination, or death (see “Termination of Service” below).
PSUs may also be forfeited and value realized from previously vested PSUs may be recouped by the Company under certain circumstances (see “Forfeiture of Award and Repayment of Realized Gains” below).
No Shareowner Rights
A PSU is the right to receive a share of Common Stock in the future (or a cash payment equal to the Fair Market Value), subject to continued employment or service, achievement of performance targets, and certain other conditions. The holder of a PSU has no voting, dividend or other rights accorded to owners of Common Stock unless and until PSUs are converted into shares of Common Stock.
Payment / Conversion of PSUs
Vested PSUs will be converted into shares of Common Stock to be delivered to the Participant as soon as administratively practicable following, when the Committee determines if, and to what extent, PSUs have vested as a result of the achievement of Performance Goals, but in no event later than March 15th following the year in which such vesting date occurs (see special rules for specified employees below); provided that to the extent the PSUs constitute “nonqualified deferred compensation” subject to Section 409A as a result of the provisions under “Retirement” below, such settlement shall occur during the calendar year in which the vesting date occurs, except as otherwise set forth herein. If Performance Goals are not met, the PSUs that do not vest will be cancelled without value. PSUs may be paid in cash if the Committee so determines, including where local law restricts the distribution of Common Stock.
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Furthermore, the Committee reserves the right to sell shares of Common Stock held by the Participant as a result of vesting of PSUs as soon as administratively practicable following the Participant’s Termination Date where required by local law. By way of example, for Participants subject to exchange control regulations in the People’s Republic of China, if the Participant’s Termination of Service is the result of an involuntary termination by the Corporation for reasons other than Cause, death, Disability, or a Change-in-Control Termination and the Participant is eligible for accelerated vesting on his/her outstanding PSUs as described below, the PSUs will vest (at target performance) and the Corporation’s broker will sell the shares of Common Stock held by the Participant within six months following the Participant’s Termination date, and the proceeds from such sale less any applicable withholdings, will be delivered to the Participant (or the Participant’s estate) as soon as administratively practicable.
Termination of Service
The treatment of PSUs upon Termination of Service depends upon the reason for termination, as detailed in the following sections. PSUs held for less than one year as of the Termination Date will be forfeited, except in the event of death, Disability, or Change-in-Control Termination, as discussed below.
Absences from employment because of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service will not be recognized as service in determining the Termination Date.
Retirement. If the Participant’s termination results from Retirement, unvested PSUs held for at least one year as of the Termination Date will remain outstanding and, if and to the extent the Committee determines that Performance Goals have been achieved, will vest and convert into shares of Common Stock (or cash) to be delivered to the Participant as soon as administratively practicable thereafter (but in no event more than 90 days following the Termination Date (see special rules for specified employees below). For this purpose, Retirement means either a Normal Retirement or Early Retirement as defined below:
•“Normal Retirement” means retirement on or after age 65;
• “Early Retirement” means retirement on or after:
oAge 55 with 10 or more years of continuous service as of the Termination Date; or
oFor all Participants who were actively employed by the Corporation at an M/P7 or F1/F2 level or above on December 31, 2021 (as those levels existed on December 31, 2021), Early Retirement shall also mean age 50, but before age 55, and the Participant’s age and continuous service as of the Termination Date adds up to 65 or more (“Rule of 65”).
A Participant will not be eligible to receive Retirement treatment with respect to any Award in the event of involuntary termination by the Corporation for Cause.
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For purposes of this Retirement section, continuous service shall have the meaning ascribed to it in any policy that may be issued by the Company from time to time addressing the calculation of an employee’s (including a re-employed employee’s) continuous service date. The calculation to determine Early Retirement will include partial years, rounded down to the nearest full month.
Involuntary Termination for Cause. If the Participant’s termination results from an involuntary termination by the Corporation for Cause (as defined in the LTIP), unvested PSUs will be forfeited as of the Termination Date regardless of the Participant’s Retirement eligibility. In addition, value realized from previously vested PSUs is subject to repayment in the event of termination for Cause or certain other occurrences (see “Forfeiture of Award and Repayment of Realized Gains” below).
Involuntary Termination other than for Cause, death, or Disability. If the Participant’s termination results prior to the vesting date from an involuntary termination by the Corporation for reasons other than Cause, death, Disability, and does not constitute a Change-in-Control Termination, unvested PSUs held for at least one year as of the Termination Date will receive pro-rata vesting treatment, subject to the Participant providing the Company with a release of claims against the Corporation in a form and manner satisfactory to the Company. The pro-rata vesting of a PSU Award held for at least one year will be based on the number of months worked during the vesting period, including partial months, relative to the full vesting period. The pro-rata PSUs will remain outstanding and eligible to vest per the terms of the Award. Any PSUs not deemed eligible to vest under this pro-rata vesting formula will be forfeited as of the Termination Date.
Absences from employment because of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service will not be recognized as service in determining the pro-rata vesting percentage.
For the avoidance of doubt, the foregoing pro-rata vesting upon a Termination without Cause will include eligibility will occur for involuntary terminations resulting from workforce reductions, location closings, restructurings, layoffs or similar events, as determined by the Committee.
Retirement eligible Participants will be eligible to vest in accordance with the Retirement provisions set forth above. Change-in-Control Terminations are subject to vesting treatment as set forth in the Change-in-Control provisions below. A Participant who is involuntarily terminated for Cause is not eligible for pro-rata vesting of Awards.
Voluntary Termination. A Participant who voluntarily terminates employment or service (other than for Retirement or a Change-in-Control Termination) is not entitled to pro-rata vesting and will forfeit all unvested PSUs.
Death or Disability. If the Participant dies while still employed by or providing services to the Corporation, or if the Participant incurs a Disability (as defined in the LTIP), all unvested PSUs will vest as of the date of the death or Disability, as applicable, and will be converted (at target performance) to shares of Common Stock (or cash) to be delivered to the Participant’s estate, net of taxes (where applicable), as soon as administratively practicable; provided that with respect to any individual who is eligible for Retirement vesting at the time of Disability and
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therefore the PSUs constitute “nonqualified deferred compensation” subject to Section 409A of the Code, such settlement will occur within 90 days after the Disability.
Change-in-Control Termination. If the PSUs are replaced with a Replacement Award in connection with a Change-in-Control in accordance with Section 10(c) of the LTIP, and a Participant’s termination results from an involuntary termination by the Company for reasons other than for Cause, or due to the Participant’s voluntary termination for “Good Reason,” in each case, within 24 months following a Change-in-Control in accordance with Section 10(d) of the LTIP (such Termination of Service, a “CIC Termination”), then all unvested PSUs will vest at the greater of: (1) the applicable target level as of the Termination Date; or (2) the level of achievement as determined by the Committee not later than the date of the Change-in-Control, taking into account performance through the latest date preceding the Change-in-Control as to which performance can, as a practical matter be determined (but not later than the end of the applicable performance period) and be converted into shares of Common Stock (or cash) to be delivered to the Participant as soon as administratively practicable after the Termination Date, subject to the six-month delay noted below under “Specified Employees,” if applicable.
Specified Employees. If a Participant is a “specified employee” within the meaning of Section 409A of the Code (i.e., generally the fifty highest paid employees, as determined by the Company) at the time of the Participant’s Termination of Service, and PSUs are accelerated and will vest by reason of such Participant’s Termination of Service (e.g., Change-in-Control Termination), then, to the extent necessary to avoid the application of any additional tax or penalty under IRC Section 409A and consistent with the terms of the Plan, PSUs will vest effective as of the Participant’s Termination Date, but will not be released into the Participant’s UBS account until the first day of the seventh month following the Termination Date or on the Participant’s death or Disability if earlier. Upon vest, PSUs will convert into an equal number of shares of Common Stock (or cash) to be delivered to the Participant on the first day of the seventh month following the Termination Date. The value of the PSUs will be determined as of the date the shares are released, and the Participant shall be entitled to receive any dividend equivalents that are paid on the PSUs during the period between the vest date and the date the shares are released to the Participant, subject to the same payment timing requirements as the underlying PSUs.
Forfeiture of Award and Repayment of Realized Gains
PSUs will be immediately forfeited and a Participant will be obligated to repay to the Company the value realized from previously vested PSUs upon the occurrence of any of the following events:
(i)Termination for Cause (as defined in the LTIP);
(ii)The Committee determines that Award vesting was based on incorrect performance measurement calculations. In such event, vesting (and recoupment, if applicable) will be adjusted consistent with the actual corrected results;
(iii)A determination that the Participant engaged in conduct that could have constituted the basis for a Termination for Cause, including determinations made within three years following the Termination Date;
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(iv)Within twenty-four months following the Termination Date, the Participant:
(A)Solicits a Corporation employee, or individual who had been a Corporation employee within the previous three months, for an opportunity outside of the Corporation; or
(B)Publicly disparages the Corporation, its employees, directors, products, or otherwise makes a public statement that is materially detrimental to the interests of the Corporation or such individuals;
(v)At any time during the twelve-month period following the Termination Date,) the Participant becomes employed by, consults for, or otherwise renders services to any business entity or person that is: (A) a Competitive Business (as defined in Exhibit A to this Schedule of Terms); or (B) a Customer (as defined in Exhibit A to this Schedule of Terms) unless, in either case (A) or (B), the Participant has first obtained the consent of the Chief Human Resources Officer or her or his delegate. This restriction applies to Competitive Businesses and Customers of each business unit that employed the Participant within the two-year period prior to the Termination Date. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business or Customer in any capacity, (ii) providing services to a Competitive Business or Customer of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business or Customer in any capacity where the Corporation’s Trade Secrets or Confidential Information (as defined in Exhibit A to this Schedule of Terms) could, or would necessarily, be used to obtain an unfair advantage over the Corporation.
In addition to the provisions set forth above, and in consideration for the Participant’s opportunity to earn the Award, the Participant agrees to be bound by the restrictive covenants set forth in Exhibit A to this Schedule of Terms even if the Participant ultimately forfeits the Award or otherwise fails to receive any benefits in connection with the Award.
Notwithstanding the foregoing, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, the Participant understands and acknowledges that the Award may be subject to additional clawback and/or forfeiture provisions as set forth within any separate policy maintained by the Company from time to time, including without limitation any such provisions as may be required by SEC or stock exchange listing rules or otherwise, and of which the Company may require separate acknowledgement by the Participant at any time as a condition of receiving any amount with respect to this Award.
The Participant agrees that the foregoing restrictions are reasonable and that the value of the LTIP awards is reasonable consideration for accepting such restrictions and forfeiture contingencies. However, if any portion of this section is held by competent authority to be unenforceable or contrary to applicable law, this section shall be deemed amended to limit its scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect. The Participant acknowledges that this Award shall constitute compensation in satisfaction of these covenants. Further details concerning the forfeiture of awards and the obligation to repay gains realized from LTIP awards are set forth in Section 14(i) of the LTIP, which can be located at www.ubs.com/onesource/CARR. The provisions of
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subparagraphs (iv)(A) and (v) of this Section shall not apply to Participant if Participant lives or works in California prior to the Termination Date.
Adjustments
PSU Awards may be subject to adjustment under the terms of the Plan if the Corporation engages in a transaction affecting its capital structure, such as a merger, distribution of a special dividend, spin-off of a business unit, stock split, subdivision or consolidation of shares of Common Stock, or other events affecting the value of Common Stock.
Further information concerning capital adjustments is set forth in Section 3(d) of the LTIP, which can be located at www.ubs.com/onesource/CARR.
Change-in-Control
In the event of a Change-in-Control or restructuring of the Corporation, the Committee may, in its sole discretion, take certain actions with respect to outstanding Awards to assure fair and equitable treatment of LTIP Participants. Such actions may include the acceleration of vesting, canceling an outstanding Award in exchange for its equivalent cash value (as determined by the Committee), or providing for other adjustments or modifications to outstanding Awards or Performance Goals, as the Committee may deem appropriate. In the event of a Change-In-Control where the PSUs are not replaced by a Replacement Award, the PSUs will fully vest and in accordance with Section 10(b) of the LTIP. Further details concerning Change-in-Control are set forth in Section 10 of the LTIP, which can be located at www.ubs.com/onesource/CARR.
Awards Not to Affect Certain Transactions
PSU Awards do not in any way affect the right of the Corporation or its shareowners to effect: (i) any adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital or business structure; (ii) any merger or consolidation of the Corporation; (iii) any issue of bonds, debentures, shares of stock preferred to, or otherwise affecting the Common Stock of the Corporation or the rights of the holders of such Common Stock; (iv) the dissolution or liquidation of the Corporation; (v) any sale or transfer of all or any part of its assets or business; or (vi) any other corporate act or proceeding.
Taxes / Withholding
The Participant acknowledges that, regardless of any action taken by the Company, the Participant is responsible for all income taxes, social insurance contributions, payroll taxes, payment on account or other tax-related items attributable to any Award (“Tax-Related Items”). The Fair Market Value of Common Stock on the New York Stock Exchange on the date the taxable event occurs will be used to calculate taxable income realized from the PSUs. The provisions of Section 14(d) (Required Taxes) of the LTIP apply to this Award; provided that, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, as amended at the time that a taxable event occurs, then the Company’s withholding obligations with respect to such taxable event will be satisfied by the Company withholding shares of Common Stock subject to the PSU Award having a Fair Market Value on the date of withholding
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equal to the amount required to be withheld for tax purposes (calculated using the minimum statutory withholding rate, except as otherwise approved by the Committee). The Company shall have the right to deduct directly from any payment or delivery of shares due to a Participant or from Participant’s regular compensation to effect compliance with all Tax-Related Items, including withholding and reporting with respect to the vesting of any PSU. Acceptance of an Award constitutes affirmative consent by Participant to such reporting and withholding. The Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In those countries where there is no withholding on account of such Tax-Related Items, Participants must pay the appropriate taxes as required by any country where they are subject to tax. In those instances where Company is required to calculate and remit withholding on Tax-Related Items after shares have already been delivered, the Participant shall pay the Company any amount of Tax-Related Items that the Company is required to pay. The Company may refuse to distribute an Award if a Participant fails to comply with his or her obligations in connection with Tax-Related Items.
Important information about the U.S. Federal income tax consequences of LTIP Awards can be found in the LTIP Prospectus at www.ubs.com/onesource/CARR.
Non-assignability
Unless otherwise approved by the Committee or its delegate, no assignment or transfer of any right or interest of a Participant in any PSU Award, whether voluntary or involuntary, by operation of law or otherwise, is permitted except by will or the laws of descent and distribution. Any other attempt to assign such rights or interest shall be void and without force or effect.
Nature of Payments
All Awards made pursuant to the LTIP are in consideration of services performed for the Corporation. Any gains realized pursuant to such Awards constitute a special incentive payment to the Participant and will not be taken into account as compensation for purposes of any of the employee benefit plans of the Company. Awards are made at the discretion of the Committee. Receipt of a current Award does not guarantee receipt of a future Award.
Right of Discharge Reserved
Nothing in the LTIP or in any PSU Award shall confer upon any Participant the right to continued employment or service for any period of time, or affect any right that the Corporation may have to terminate the employment of any Participant at any time for any reason.
Administration
The Board of Directors of the Corporation has delegated the administration and interpretation of the Awards granted pursuant to the LTIP to the Compensation Committee. The Committee
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establishes such procedures as it deems necessary and appropriate to administer Awards in a manner that is consistent with the terms of the LTIP. The Committee has, consistent with its charter and subject to certain limitations, delegated to the Chief Executive Officer and the Chief Human Resources Officer (and to such subordinates as he or she may further delegate) the authority to grant, administer, and interpret Awards, provided that, such delegation will not apply with respect to employees of the Corporation who are covered under Section 16 of the Securities Exchange Act of 1934, as amended, and to members of the Company’s Executive Leadership Team. Awards to these individuals will be granted, administered, and interpreted exclusively by the Committee. The Committee’s decision or that of its delegate on any matter related to an Award shall be binding, final, and conclusive on all parties in interest.
Data Privacy
The Corporation maintains electronic records for the purpose of administering the LTIP and individual Awards. In the normal course of plan administration, electronic data may be transferred to different sites within the Company and to outside service providers. Acceptance of an Award constitutes consent by the Participant to the collection, use, processing, transmission, and holding of personal data, in electronic or other form, as required for the implementation, administration, and management of this Award and the LTIP by the Company or its third-party administrators within or outside the country in which the Participant resides or works. All such collection, use, processing, transmission, and holding of data will comply with applicable privacy protection requirements. If you do not want to have your personal data shared, you may choose to not accept this Award.
Company Compliance Policies
Participants must comply with the Company’s Code of Ethics and Corporate Policies and Procedures. Violations can result in the forfeiture of Awards and the obligation to repay previous gains realized from LTIP Awards. The Company’s Code of Ethics and Corporate Policy Manual are available online on the Company’s internal home page.
Interpretations
This Schedule of Terms provides a summary of terms applicable to the PSU Award. This Schedule of Terms and each Award Agreement are subject in all respects to the terms of the LTIP, which can be located at www.ubs.com/onesource/CARR. In the event that any provision of this Schedule of Terms or any Award Agreement is inconsistent with the terms of the LTIP, the terms of the LTIP shall govern. Capitalized terms used but not otherwise defined herein shall have the meanings as defined in the LTIP. Any question concerning administration or interpretation arising under the Schedule of Terms or any Award Agreement will be determined by the Committee or its delegates, and such determination shall be final, binding, and conclusive upon all parties in interest. If this Schedule of Terms or any other document related to this Award is translated into a language other than English and a conflict arises between the English and translated version, the English version will control.
Governing Law
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The LTIP, this Schedule of Terms, and the Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Additional Information
Questions concerning the LTIP or Awards and requests for LTIP documents can be directed to:
Stock Plan Administrator
StockPlanAdmin@carrier.com
OR
Carrier Global Corporation
Attn: Stock Plan Administrator
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
The Corporation and / or its approved Stock Plan Administrator will send any Award-related communications to the Participant’s email address or physical address on record. It is the responsibility of the Participant to ensure that both the e-mail and physical address on record are up-to-date and accurate at all times to ensure delivery of Award-related communications.
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Exhibit A
Carrier Global Corporation 2020 Long-Term Incentive Plan
2025 Restrictive Covenant Addendum to Schedule of Terms
The Participant agrees that except where and to solely the extent prohibited by local law, in consideration for the opportunity to earn the Award set forth in this Schedule of Terms and the accompanying Award Agreement and regardless of whether benefits under the Schedule of Terms are actually realized by the Participant, the Participant shall comply with the following terms and conditions, including the Restrictive Covenants set forth below.
1.Acknowledgement
The Participant acknowledges that during his/her employment, the Participant will be provided with, will otherwise obtain, develop and/or use Trade Secrets or Confidential Information belonging to Carrier Global Corporation or its successor, Affiliates, and subsidiaries (the “Corporation”) or the Corporation’s partners or licensors. The Participant recognizes and agrees that the Corporation has a legitimate business interest in maintaining the confidentiality of its Trade Secrets or Confidential Information and a legitimate business interest and need in preserving and protecting itself from improper or unfair competition through the protection of Trade Secrets and Confidential Information.
The Participant also recognizes the highly competitive nature of the Corporation’s business and the investment the Corporation has made to develop and protect its Trade Secrets or Confidential Information and understands that if Trade Secrets or Confidential Information were to be disclosed in any manner that jeopardizes their value, including to a competitor or used for an improper purpose, the Corporation would be irreparably harmed.
Finally, the Participant acknowledges that his/her agreement to comply with the terms of this Exhibit may limit the Participant’s ability to work in a business similar to the business of the Corporation to the extent Participant’s work in such similar business would cause Participant to violate these terms; provided, however that the Participant agrees that, in light of the Participant’s education, skills, abilities and financial resources, the Participant shall not assert, and it shall not be relevant nor admissible as evidence in any dispute arising in respect of the Exhibit, any such limitations caused by the Restrictive Covenants.
2.Restrictive Covenants
The Participant acknowledges and agrees that he/she shall be bound by and shall abide by the following restrictive covenants which are necessary to protect the Corporation’s legitimate business interests:
a.Confidentiality
(i)Participant agrees that during and after his/her employment with the Corporation, Participant shall hold in the strictest confidence, and shall take all reasonable precautions to prevent any unauthorized use or disclosure of Corporation Confidential Information.
(ii)Without limiting Section 2(a)(i) above, Participant shall not (A) use the Corporation Confidential Information for any purpose other than for the benefit of
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the Corporation in the course of his/her employment and authorized activities, or as otherwise directed in writing by the Corporation, or (B) disclose the Corporation Confidential Information to any third party without prior written authorization from the Corporation.
(iii)If any disclosure restricted under this Section 2(a) is compelled by applicable law, prior to any such disclosure Participant shall (A) provide prompt prior written notice (if allowed by law) to the Corporation’s General Counsel, and (B) take reasonable steps to prevent disclosure of such Corporation Confidential Information until the Corporation has been informed of such required disclosure and has had a reasonable opportunity to take protective measures such as seeking a protective order. Further, nothing in this Exhibit in any way prohibits or is intended to restrict or impede any right the Participant may have under Section 7 of the National Labor Relations Act, including the exercise of protected rights to the extent that such rights cannot be waived by agreement.
(iv)Participant acknowledges and agrees that he/she obtains no title, right, or license in or to any Corporation Confidential Information, and that as between the Corporation and Participant, the Corporation retains all Corporation Confidential Information as its sole property.
(v)Participant acknowledges and agrees that his/her obligations under this Section 2(a) shall continue after termination of his/her employment, including with respect to Trade Secrets and Confidential Information for so long as such Trade Secrets and Confidential Information remain trade secrets or confidential under applicable law.
(vi)Notwithstanding any other provisions of this Section 2(a), pursuant to 18 USC Section 1833(b), the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Trade Secrets or Confidential Information that is made: (A) confidentially to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by the Corporation for reporting a suspected violation of law, the Participant may disclose such Trade Secrets or Confidential Information to the Participant’s attorney and use the trade secret or confidential information in related court proceedings; provided that, the Participant files any document containing the trade secret or confidential information under seal and does not disclose the trade secret or confidential information, except pursuant to court order.
(vii)The provisions of this Exhibit are not intended to and shall be interpreted in a manner that does not, limit or restrict the Participant from (A) exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934) or (B) discussing the terms, wages, and working conditions of Participant’s employment, as protected by applicable law.
b.Non-Competition
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To further ensure the protection of the Corporation’s Trade Secrets or Confidential Information, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, that the Participant will not directly or indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), accept employment with or provide services in any form to (including serving as a director or entering into a consulting relationship or similar arrangement) any person or entity engaged in any business venture that is deemed to be a Competitive Business. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business in any capacity, (ii) providing services to a Competitive Business of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business in any capacity where the Corporation’s Trade Secrets or Confidential Information could, or would necessarily, be used to obtain an unfair advantage over the Corporation. Notwithstanding the foregoing, it shall not be considered a breach of this Section 2(b) for the Participant to be a passive owner of not more than 5% of the outstanding stock or other securities or interests of a public company that is a Competitive Business, so long as the Participant has no direct or indirect active participation in the business or management of such corporation or entity.
c.Non-Solicitation – Employees
In consideration of the significant time and resources the Corporation has invested and will continue to invest to recruit and retain its employees, as well as the valuable information that the Participant has obtained about Corporation employees, including their respective talents and areas of expertise, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, the Participant will not, directly or indirectly, on his/her own behalf or on behalf of another: (i) solicit, recruit, aid or induce any employee of the Corporation to leave their employment with the Corporation in order to accept employment with or render services to another person or entity unaffiliated with the Corporation, or (ii) hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee.
d.Non-Solicitation – Customers, Suppliers, Licensees, Business Partners and Vendors
In consideration of the significant time and resources the Corporation has invested and will continue to invest to develop relationships and foster goodwill with its Customers as well as the valuable information the Participant has learned about the Corporation’s Customers during his/her employment, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period that he or she will not directly or indirectly, for the Participant’s own account or for others, (A) solicit or assist others in soliciting or attempt to solicit (or assist others in attempting to solicit)
(i) any existing Customers with whom the Participant had contact, or of whom the Participant became aware while employed by the Corporation during the two (2) year period prior to the Participant’s Termination of Employment, or (ii) any prospective Customers of the Corporation with whom the Participant had contact and with whom the Corporation took significant steps to do business during the two (2) year period prior to
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the Participant’s Termination of Employment, for the purpose of inducing such existing or prospective Customers to cease doing business or reduce their business with the Corporation or to purchase, lease or utilize products or services that are competitive with, similar to, or that may be used as substitutes for any products or services offered by the Corporation, or (B) otherwise interfere with the relationship of the Corporation with any of its Customers.
e.Non-Disparagement
The Participant agrees not to disparage or defame, through any public medium (including social media) the business reputation, technology, products, practices or conduct of the Corporation or any member of the board of directors or any executive officer of the Corporation in their capacity as such. Nothing in this Exhibit or elsewhere shall prevent the Participant from making statements in confidence to an immediate family member or to an attorney for the purpose of seeking legal advice, or from making truthful statements when required by law, subpoena or the like, or in arbitration or other proceeding permitted under this Exhibit and/or the Plan, as applicable.
The Participant acknowledges and agrees that the Participant has had the opportunity to seek the advice of counsel in connection with this Exhibit and that the Restrictive Covenants contained herein are reasonable in geographic scope, temporal duration, and in all other respects. The Participant further acknowledges and agrees that the opportunity to earn the Award(s) is reasonable consideration for accepting such restrictions. The provisions of Sections 2(b), 2(c), and 2(d) shall not apply to Participant if Participant lives or works in California prior to the date of Participant’s termination of employment.
3.Defined Terms
Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the Plan or the Schedule of Terms for the Award(s), as applicable.
Competitive Business: shall mean any person, firm, corporation, or other entity that is
(i) located in a region with respect to which the Participant had substantial responsibilities during the final two (2) years of the Participant’s employment by the Corporation and is (ii) competitive, with (A) the business unit(s) of the Corporation the Participant was employed with during the final two (2) years of the Participant’s employment (including any prospective business to be developed or acquired that was proposed at the date of termination and of which the Participant was aware), or (B) any other business of the Corporation with respect to which the Participant had substantial exposure during the final two (2) years of such employment. The determination of status of a person or entity as a Competitive Business will be made by the Chief Human Resources Officer of the Corporation (or his/her delegate) in his/her sole discretion.
Customer: shall mean the Corporation’s customers, suppliers, licensees, business partners, and/or vendors.
Restrictive Period: shall mean the one (1) year period following the Participant’s termination of employment with the Corporation for any reason. Notwithstanding the foregoing, with respect to the Corporation’s Chief Executive Officer, and the executives serving as segment and functional leaders who directly report to the Corporation’s Chief
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Executive Officer, the Restrictive Period shall mean the two (2) year period following the Participant’s termination of employment with the Corporation for any reason.
Confidential Information: shall mean any information that the Corporation has developed, or will develop, acquire, license, create, compile, discover or own, that (i) is proprietary or otherwise has value in or to the Corporation’s current or future business activities, (ii) is not generally known to the public, and (iii) the unauthorized disclosure or use of which could be detrimental to the interests of the Corporation, whether or not such information is identified or marked as “Confidential,” “Proprietary,” or the like. Confidential information shall not be considered generally known to the public if it is disclosed or revealed without authorization, including being disclosed improperly to the public by the Participant or others without the Corporation’s express written consent and/or in violation of an obligation of confidentiality to the Corporation. Corporation Confidential Information includes both information disclosed by or for the Corporation to Participant, and information or materials developed or learned by Participant during the course of Participant’s employment with the Corporation. By way of example, and without limitation, Corporation Confidential Information includes the Corporation’s technical data, Trade Secrets, or know-how, including, but not limited to, customer and supplier contacts, confidential information about customers, pricing, margins, business plans, marketing plans, financial data, business and customer strategies, methods or techniques of manufacturing or producing the products manufactured or produced by the Corporation, formulations, technical know- how, formulae, research, development and production information, processes, designs, software, solutions, patent applications and plans or proposals related to the foregoing. Notwithstanding the foregoing, Corporation Confidential Information shall not include any such information which Participant can establish via documentation: (i) was publicly known or made generally available to the public prior to the time of disclosure by or for the Company to Participant; (ii) becomes publicly known or made generally available after disclosure by or for the Corporation to Participant through no wrongful action or omission by Participant or any third party; or (iii) is in Participant’s rightful possession, without confidentiality obligations, prior to the time of disclosure by or for the Corporation to Participant, as shown by Participant’s then-contemporaneous written records. .
Trade Secrets: shall mean any Confidential Information that is not readily ascertainable by others, provides the Corporation a competitive advantage, and which the Corporation takes reasonable measures to keep secret.
4.Miscellaneous
a.Governing Law
This Exhibit will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal laws of the State of Delaware will control the interpretation and construction of this Exhibit, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
b.Interaction
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Except as set forth below, this Exhibit and the Restrictive Covenants contained herein shall be in addition to, and not in lieu of, any other restrictive covenants that are or may be applicable to the Participant, including without limitation (i) the forfeiture and clawback provisions set forth in the Plan and Schedule of Terms, (ii) the restrictive covenants described in the Carrier Global Corporation Senior Executive Severance Plan, as in effect from time to time, (iii) if applicable, the restrictive covenants in the Executive Leadership Group Agreement that the Participant entered into when he/she was appointed to United Technologies Corporation’s Executive Leadership Group (“ELG”), (iv) if applicable, the restrictive covenants in the ELG Restricted Stock Unit Retention Award Schedule of Terms that was provided to the Participant when he/she became a member of United Technologies Corporation’s Executive Leadership Group and (v) the restrictive covenants described in the Carrier Global Corporation Change in Control Severance Plan, as in effect from time to time.
Notwithstanding the foregoing, to the extent that any of the Restrictive Covenants set forth in Section 2 of this Exhibit would invalidate or conflict with restrictive covenants that are similar in nature and that: (i) were independently agreed to in an employment agreement negotiated by and between the Participant and the Corporation, and (ii) provide comparable or greater protections and remedies to the Corporation, those specific Restrictive Covenants shall be deemed inapplicable with respect to the Participant.
c.Validity; Severability; Blue Pencil
It is the desire and intent of the parties hereto that the provisions of this Exhibit shall be enforced to the fullest extent legally-permissible. As such, the parties agree that the provisions of this Exhibit and obligations of the parties are severable, and that if it is determined that any part or portion of this Exhibit is invalid or unenforceable, the remainder of the provisions of this Exhibit shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision- maker of competent jurisdiction determines that any of the covenants in this Exhibit is unenforceable because of the duration or geographic scope of such provision, then, after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and that, in its reduced form, such provision shall be enforced.
d.Remedies
The Participant acknowledges that a remedy at law for any breach or threatened breach of the provisions of this Exhibit would be inadequate and therefore agrees that in addition to any remedies that may be available to the Corporation under the Terms of the Plan or the Schedule of Terms, the Corporation shall be entitled to injunctive relief in case of any such breach or threatened breach. In the event that a court determines that the Participant has breached or threatened to breach this Exhibit, the Participant agrees to reimburse the Corporation for all attorneys’ fees and costs incurred in enforcing the terms of the Exhibit. However, nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available for any such breach or threatened breach against the Participant or the Participant’s then-current employer that may also include but not be limited to contract damages, lost profits and punitive damages.
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e.Participant’s Future Employer
To enable the Corporation to monitor compliance with this Exhibit, the Participant agrees that upon the termination of his/her employment for any reason and for the duration of the Restrictive Period, that he/she will advise the Corporation of the name and address of his/her intended future employer. Furthermore, for the duration of the Restrictive Period, the Participant will inform each new employer, prior to accepting employment, of the existence of this Exhibit and provide that employer with a copy of it. The Corporation has the right to inform any future employer of the existence of this Exhibit and to provide any future employers with a copy of it.
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f.Assignment
This Exhibit (including Section 2 hereof) shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Corporation may assign this Exhibit (including this Section 2), without the Participant’s consent to, including but not limited to, any of the entities within the Corporation or to any successor (whether by merger, purchase, bankruptcy, reorganization or otherwise) to all or substantially all of the equity, assets or businesses of the Corporation. The Participant may not assign the Exhibit (or the obligations set forth in this Section 2).
g.No Contract
Neither the Award, the applicable Schedule of Terms for the Award, this Exhibit, nor the Plan constitute a contract of employment; nor do they guarantee the Participant’s continued employment for any period required for all or any of the Participant’s Awards to vest become exercisable, be earned or be paid out.
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Exhibit 10.2
Carrier Global Corporation
2020 Long-Term Incentive Plan
Restricted Stock Unit Award
Schedule of Terms
(February 6, 2025)
This Schedule of Terms describes the material features of the Participant’s Restricted Stock Unit Award (the “RSU Award” or the “Award”) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (the “LTIP”), subject to this Schedule of Terms, the Award Agreement, and the terms and conditions set forth in the LTIP. The LTIP Prospectus contains further information about the LTIP and this Award and is available on the Company’s internal employee website and at www.ubs.com/onesource/CARR.
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Certain Definitions
A Restricted Stock Unit (an “RSU”) represents the right to receive one share of common stock of Carrier Global Corporation (the “Common Stock”) (or a cash payment equal to the Fair Market Value thereof). RSUs generally vest and are converted into shares of Common Stock if the Participant remains employed or otherwise engaged by the Company or the Corporation through the applicable vesting date schedule set forth on the Award Agreement (see “Vesting” below), or upon an earlier Termination of Service under limited circumstances that result in accelerated vesting (see “Termination of Service” below). “Company” means Carrier Global Corporation, together with its subsidiaries, divisions and Affiliates (collectively, the “Corporation”). “Termination Date” means the date the Participant’s employment ends, or, if different, the date a Participant ceases providing services to the Corporation as an employee, consultant, or in any other capacity. For the avoidance of doubt, absences from employment by reason of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service shall not be recognized as service in determining the Termination Date. All references to termination of employment in this Schedule of Terms will be deemed to refer to “Termination of Service” as defined in the LTIP. “Committee” means the Compensation Committee of the Board. Capitalized terms not otherwise defined in this Schedule of Terms have the same meaning as defined in the LTIP.
Acknowledgement and Acceptance of Award
The number of RSUs awarded is set forth in the Award Agreement. The Award recipient (the “Participant”) must affirmatively acknowledge and accept the terms and conditions of the RSU Award within 150 days following the Grant Date. A failure to acknowledge and accept the RSU Award within such 150-day period will result in forfeiture of the RSU Award, effective as of the 150th day following the Grant Date.
Participants must acknowledge and accept the terms and conditions of this RSU Award electronically via the UBS One Source website at www.ubs.com/onesource/CARR. Participants based in certain countries may be required to acknowledge and accept the terms and conditions of this RSU Award by signing and returning the designated hard copy portion of the Award Agreement to the Stock Plan Administrator.
Dividends
RSUs granted under this Award will earn dividend equivalent units each time the Corporation pays a cash dividend to Common Stock shareholders of record. Dividend equivalents will be credited as additional RSUs to Awards outstanding on the dividend payment date and will vest on the same date as the underlying RSUs. The number of additional RSUs that will be credited on any dividend payment date will equal (1) the per share cash dividend amount, multiplied by (2) the number of RSUs subject to the RSU Award (including RSUs resulting from prior dividend equivalents), divided by (3) the Fair Market Value of a share of Common Stock on the dividend payment date, rounded down to the nearest whole number of RSUs.
Vesting
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RSUs will vest in accordance with the schedule set forth in the Award Agreement, subject to the Participant’s continued employment or service with the Corporation through each applicable vesting date. Unvested RSUs will be forfeited in the event of Termination of Service prior to the vesting date, except in certain earlier terminations involving Retirement, Involuntary Termination, Disability, Change-in-Control Termination, or death (see “Termination of Service” below).
RSUs may also be forfeited and value realized from previously vested RSUs may be recouped by the Company under certain circumstances (see “Forfeiture of Award and Repayment of Realized Gains” below).
No Shareowner Rights
An RSU is the right to receive a share of Common Stock in the future (or a cash payment equal to the Fair Market Value), subject to continued employment or service and certain other conditions. The holder of an RSU has no voting or other rights accorded to owners of Common Stock, unless and until RSUs are converted into shares of Common Stock.
Payment / Conversion of RSUs
Vested RSUs will be converted into shares of Common Stock to be delivered to the Participant as soon as administratively practicable following the applicable vesting date, but in no event later than March 15th following the year in which such vesting date occurs (see special rules for specified employees below); provided that to the extent the RSUs constitute “nonqualified deferred compensation” subject to Section 409A as a result of the provisions under “Retirement” below, such settlement shall occur during the calendar year in which the vesting date occurs, except as otherwise set forth herein. RSUs may instead be paid in cash if the Committee so determines, including where local law restricts the distribution of Common Stock.
Furthermore, the Committee reserves the right to sell shares of Common Stock held by the Participant as a result of vesting of RSUs as soon as administratively practicable following the Participant’s Termination Date where required by local law. By way of example, for Participants subject to exchange control regulations in the People’s Republic of China, the Corporation’s broker will sell the shares of Common Stock held by the Participant within six months following the Participant’s Termination date, and the proceeds from such sale less any applicable withholdings, will be delivered to the Participant (or the Participant’s estate) as soon as administratively practicable.
Termination of Service
The treatment of RSUs upon Termination of Service depends upon the reason for termination, as detailed in the following sections. RSUs held for less than one year as of the Termination Date will be forfeited, except in the event of death, Disability, or Change-in-Control Termination, as discussed below.
Absences from employment because of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service will not be recognized as service in determining the Termination Date.
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Retirement. If the Participant’s termination results from Retirement, unvested RSUs held for at least one year as of the Termination Date will fully vest and convert into shares of Common Stock (or cash) to be delivered to the Participant as soon as administratively practicable thereafter (but in no event more than 90 days following the Termination Date (see special rules for specified employees below). For this purpose, Retirement means either a Normal Retirement or Early Retirement as defined below:
•“Normal Retirement” means retirement on or after age 65;
• “Early Retirement” means retirement on or after:
oAge 55 with 10 or more years of continuous service as of the Termination Date; or
oFor all Participants who were actively employed by the Corporation at an M/P7 or F1/F2 level or above on December 31, 2021 (as those levels existed on December 31, 2021), Early Retirement shall also mean age 50, but before age 55, and the Participant’s age and continuous service as of the Termination Date adds up to 65 or more (“Rule of 65”).
A Participant will not be eligible to receive Retirement treatment with respect to any Award in the event of involuntary termination by the Corporation for Cause.
For purposes of this Retirement section, continuous service shall have the meaning ascribed to it in any policy that may be issued by the Company from time to time addressing the calculation of an employee’s (including a re-employed employee’s) continuous service date. The calculation to determine Early Retirement will include partial years, rounded down to the nearest full month.
Involuntary Termination for Cause. If the Participant’s termination results from an involuntary termination by the Corporation for Cause (as defined in the LTIP), unvested RSUs will be forfeited as of the Termination Date regardless of the Participant’s Retirement eligibility. In addition, value realized from previously vested RSUs is subject to repayment in the event of termination for Cause or certain other occurrences (see “Forfeiture of Award and Repayment of Realized Gains” below).
Involuntary Termination other than for Cause, death, or Disability. If the Participant’s termination results prior to the vesting date from an involuntary termination by the Corporation for reasons other than Cause, death, Disability, and does not constitute a Change-in-Control Termination, unvested RSUs held for at least one year as of the Termination Date will receive pro-rata vesting treatment, subject to the Participant providing the Company with a release of claims against the Corporation in a form and manner satisfactory to the Company. The pro-rata vesting of an RSU Award held for at least one year will be based on the number of months worked during the vesting period, including partial months, relative to the full vesting period. Any RSUs not vested under this pro-rata vesting formula will be forfeited as of the Termination Date.
Absences from employment because of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service will not be recognized as service in determining the pro-rata vesting percentage.
For the avoidance of doubt, the foregoing pro-rata vesting upon a Termination without Cause will include involuntary terminations resulting from workforce reductions, location closings, restructurings, layoffs, or similar events, as determined by the Committee.
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Retirement eligible Participants will be eligible to vest in accordance with the Retirement provisions set forth above. Change-in-Control Terminations are subject to vesting treatment as set forth in the Change-in-Control provisions below. A Participant who is involuntarily terminated for Cause is not eligible for pro-rata vesting of Awards.
Voluntary Termination. A Participant who voluntarily terminates employment or service (other than for Retirement or a Change-in-Control Termination) is not entitled to pro-rata vesting and will forfeit all unvested RSUs.
Death or Disability. If the Participant dies while still employed by or providing services to the Corporation, or if the Participant incurs a Disability (as defined in the LTIP), all unvested RSUs will vest as of the date of the death or Disability, as applicable, and will be converted to shares of Common Stock (or cash) to be delivered to the Participant or the Participant’s estate as applicable, net of taxes (where applicable), as soon as administratively practicable; provided that with respect to any individual who is eligible for Retirement vesting at the time of Disability and therefore the RSUs constitute “nonqualified deferred compensation” subject to Section 409A of the Code, such settlement will occur within 90 days after the Disability.
Change-in-Control Termination. If the RSUs are replaced with a Replacement Award in connection with a Change-in-Control in accordance with Section 10(c) of the LTIP, and a Participant’s termination results from an involuntary termination by the Company for reasons other than for Cause, or due to the Participant’s voluntary termination for “Good Reason,” in each case, within 24 months following a Change-in-Control in accordance with Section 10(d) of the LTIP (such Termination of Service, a “CIC Termination”), then all unvested RSUs will vest as of the Termination Date and be converted into shares of Common Stock (or cash) to be delivered to the Participant as soon as administratively practicable after the Termination Date, subject to the six-month delay noted below under “Specified Employees”, if applicable.
Specified Employees. If a Participant is a “specified employee” within the meaning of Section 409A of the Code (i.e., generally the fifty highest paid employees, as determined by the Company) at the time of the Participant’s Termination of Service, and the RSUs will vest by reason of such Participant’s Termination of Service, then, to the extent necessary to avoid the application of any additional tax or penalty under IRC Section 409A and consistent with the terms of the Plan, RSUs will vest effective as of the Participant’s Termination Date, but will not be released into the Participant’s UBS account until the first day of the seventh month following the Termination Date or on the Participant’s death or Disability if earlier. Upon vest, RSUs will convert into an equal number of shares of Common Stock (or cash) to be delivered to the Participant on the first day of the seventh month following the Termination Date. The value of the RSUs will be determined as of the date the shares are released, and the Participant shall be entitled to receive any dividend equivalents that are paid on the RSUs during the period between the vest date and the date the shares are released to the Participant, subject to the same payment timing requirements as the underlying RSUs.
Forfeiture of Award and Repayment of Realized Gains
RSUs will be immediately forfeited and a Participant will be obligated to repay to the Company the value realized from previously vested RSUs upon the occurrence of any of the following events:
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(i)Termination for Cause (as defined in the LTIP);
(ii)A determination that the Participant engaged in conduct that could have constituted the basis for a Termination for Cause, including determinations made within three years following the Termination Date;
(iii)Within twenty-four months following the Termination Date, the Participant:
(A)Solicits a Corporation employee, or individual who had been a Corporation employee within the previous three months, for an opportunity outside of the Corporation; or
(B)Publicly disparages the Corporation, its employees, directors, products, or otherwise makes a public statement that is materially detrimental to the interests of the Corporation or such individuals;
(iv)At any time during the twelve-month period following the Termination Date, the Participant becomes employed by, consults for, or otherwise renders services to any business entity or person that is: (A) a Competitive Business (as defined in Exhibit A to this Schedule of Terms); or (B) a Customer (as defined in Exhibit A to this Schedule of Term) unless, in either case (A) or (B), the Participant has first obtained the consent of the Chief Human Resources Officer or her or his delegate. This restriction applies to Competitive Businesses and Customers of each business unit that employed the Participant within the two-year period prior to the Termination Date. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business or Customer in any capacity, (ii) providing services to a Competitive Business or Customer of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business or Customer in any capacity where the Corporation’s Trade Secrets or Confidential Information (as defined in Exhibit A to this Schedule of Terms) could, or would necessarily, be used to obtain an unfair advantage over the Corporation.
Further details concerning the forfeiture of awards and the obligation to repay gains realized from LTIP awards are set forth in Section 14(i) of the LTIP, which can be located at www.ubs.com/onesource/CARR. The provisions of subparagraphs (iii)(A) and (iv) of this Section shall not apply to Participant if Participant lives or works in California prior to the Termination Date.
In addition to the provisions set forth above, and in consideration for the Participant’s opportunity to earn the Award, the Participant agrees to be bound by the restrictive covenants set forth in Exhibit A to this Schedule of Terms even if the Participant ultimately forfeits the Award or otherwise fails to receive any benefits in connection with the Award.
Notwithstanding the foregoing, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, the Participant understands and acknowledges that the Award may be subject to additional clawback and/or forfeiture provisions as set forth within any separate policy maintained by the Company from time to time, including without limitation any such provisions as may be required by SEC or stock exchange listing rules or otherwise, and of which the Company may require separate acknowledgement by the Participant at any time as a condition of receiving any amount with respect to this Award.
The Participant agrees that the foregoing restrictions are reasonable and that the value of the LTIP awards is reasonable consideration for accepting such restrictions and forfeiture
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contingencies. However, if any portion of this section is held by competent authority to be unenforceable or contrary to applicable law, this section shall be deemed amended to limit its scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect. The Participant acknowledges that this Award shall constitute compensation in satisfaction of these covenants.
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Adjustments
RSU Awards may be subject to adjustment under the terms of the Plan if the Corporation engages in a transaction affecting its capital structure, such as a merger, distribution of a special dividend, spin-off of a business unit, stock split, subdivision or consolidation of shares of Common Stock or other events affecting the value of Common Stock.
Further information concerning capital adjustments is set forth in Section 3(d) of the LTIP, which can be located at www.ubs.com/onesource/CARR.
Change-in-Control
In the event of a Change-in-Control or restructuring of the Corporation, the Committee may, in its sole discretion, take certain actions with respect to outstanding Awards to assure fair and equitable treatment of LTIP Participants. Such actions may include the acceleration of vesting, canceling an outstanding Award in exchange for its equivalent cash value (as determined by the Committee), or providing for other adjustments or modifications to outstanding Awards as the Committee may deem appropriate. In the event of a Change-In-Control where the RSUs are not replaced by a Replacement Award, the RSUs will fully vest and in accordance with Section 10(b) of the LTIP. Further details concerning Change-in-Control are set forth in Section 10 of the LTIP, which can be located www.ubs.com/onesource/CARR.
Awards Not to Affect Certain Transactions
RSU Awards do not in any way affect the right of the Corporation or its shareowners to effect: (i) any adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital or business structure; (ii) any merger or consolidation of the Corporation; (iii) any issue of bonds, debentures, shares of stock preferred to, or otherwise affecting the Common Stock of the Corporation or the rights of the holders of such Common Stock; (iv) the dissolution or liquidation of the Corporation; (v) any sale or transfer of all or any part of its assets or business; or (vi) any other corporate act or proceeding.
Taxes / Withholding
The Participant acknowledges that, regardless of any action taken by the Company, the Participant is responsible for all income taxes, social insurance contributions, payroll taxes, payment on account or other tax-related items attributable to any Award (“Tax-Related Items”). The Fair Market Value of Common Stock on the New York Stock Exchange on the date the taxable event occurs will be used to calculate taxable income realized from the RSUs. The provisions of Section 14(d) (Required Taxes) of the LTIP apply to this Award; provided that, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, as amended at the time that a taxable event occurs, then the Company’s withholding obligations with respect to such taxable event will be satisfied by the Company withholding shares of Common Stock subject to the RSU Award having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes (calculated using the minimum statutory withholding rate, except as otherwise approved by the Committee). The Company shall have the right to deduct directly from any payment or delivery of shares due to a Participant or from Participant’s regular compensation to effect compliance with all Tax-Related Items,
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including withholding and reporting with respect to the vesting of any RSU. Acceptance of an Award constitutes affirmative consent by Participant to such reporting and withholding. The Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In those countries where there is no withholding on account of such Tax-Related Items, Participants must pay the appropriate taxes as required by any country where they are subject to tax. In those instances where Company is required to calculate and remit withholding on Tax-Related Items after shares have already been delivered, the Participant shall pay the Company any amount of Tax-Related Items that the Company is required to pay. The Company may refuse to distribute an Award if a Participant fails to comply with his or her obligations in connection with Tax-Related Items.
Important information about the U.S. Federal income tax consequences of LTIP Awards can be found in the LTIP Prospectus at www.ubs.com/onesource/CARR.
Non-assignability
Unless otherwise approved by the Committee or its delegate, no assignment or transfer of any right or interest of a Participant in any RSU Award, whether voluntary or involuntary, by operation of law or otherwise, is permitted except by will or the laws of descent and distribution. Any other attempt to assign such rights or interest shall be void and without force or effect.
Nature of Payments
All Awards made pursuant to the LTIP are in consideration of services performed for the Corporation. Any gains realized pursuant to such Awards constitute a special incentive payment to the Participant and will not be taken into account as compensation for purposes of any of the employee benefit plans of the Company. Awards are made at the discretion of the Committee. Receipt of a current Award does not guarantee receipt of a future Award.
Right of Discharge Reserved
Nothing in the LTIP or in any RSU Award shall confer upon any Participant the right to continued employment or service for any period of time, or affect any right that the Corporation may have to terminate the employment of any Participant at any time for any reason.
Administration
The Board of Directors of the Corporation has delegated the administration and interpretation of the Awards granted pursuant to the LTIP to the Compensation Committee. The Committee establishes such procedures as it deems necessary and appropriate to administer Awards in a manner that is consistent with the terms of the LTIP. The Committee has, consistent with its charter and subject to certain limitations, delegated to the Chief Executive Officer and the Chief Human Resources Officer (and to such subordinates as he or she may further delegate) the authority to grant, administer, and interpret Awards, provided that, such delegation will not
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apply with respect to employees of the Corporation who are covered under Section 16 of the Securities Exchange Act of 1934, as amended, and to members of the Company’s Executive Leadership Team. Awards to these individuals will be granted, administered, and interpreted exclusively by the Committee. The Committee’s decision or that of its delegate on any matter related to an Award shall be binding, final, and conclusive on all parties in interest.
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Data Privacy
The Corporation maintains electronic records for the purpose of administering the LTIP and individual Awards. In the normal course of plan administration, electronic data may be transferred to different sites within the Corporation and to outside service providers. Acceptance of an Award constitutes consent by the Participant to the collection, use, processing, transmission, and holding of personal data, in electronic or other form, as required for the implementation, administration, and management of this Award and the LTIP by the Company or its third-party administrators within or outside the country in which the Participant resides or works. All such collection, use, processing, transmission, and holding of data will comply with applicable privacy protection requirements. If you do not want to have your personal data shared, you may choose to not accept this Award.
Company Compliance Policies
Participants must comply with the Company’s Code of Ethics and Corporate Policies and Procedures. Violations can result in the forfeiture of Awards and the obligation to repay previous gains realized from LTIP Awards. The Company’s Code of Ethics and Corporate Policy Manual are available online on the Company’s internal home page.
Interpretations
This Schedule of Terms provides a summary of terms applicable to the RSU Award. This Schedule of Terms and each Award Agreement are subject in all respects to the terms of the LTIP, which can be located at www.ubs.com/onesource/CARR. In the event that any provision of this Schedule of Terms or any Award Agreement is inconsistent with the terms of the LTIP, the terms of the LTIP shall govern. Capitalized terms used but not otherwise defined herein shall have the meanings as defined in the LTIP. Any question concerning administration or interpretation arising under the Schedule of Terms or any Award Agreement will be determined by the Committee or its delegates, and such determination shall be final, binding, and conclusive upon all parties in interest. If this Schedule of Terms or any other document related to this Award is translated into a language other than English and a conflict arises between the English and translated version, the English version will control.
Governing Law
The LTIP, this Schedule of Terms, and the Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Additional Information
Questions concerning the LTIP or Awards and requests for LTIP documents can be directed to:
Stock Plan Administrator (StockPlanAdmin@carrier.com)
OR
Carrier Global Corporation
Attn: Stock Plan Administrator
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
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The Corporation and / or its approved Stock Plan Administrator will send any Award-related communications to the Participant’s email address or physical address on record. It is the responsibility of the Participant to ensure that both the e-mail and physical address on record are up-to-date and accurate at all times to ensure delivery of Award-related communications.
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Exhibit A
Carrier Global Corporation 2020 Long-Term Incentive Plan
2025 Restrictive Covenant Addendum to Schedule of Terms
The Participant agrees that except where and to solely the extent prohibited by local law, in consideration for the opportunity to earn the Award set forth in this Schedule of Terms and the accompanying Award Agreement and regardless of whether benefits under the Schedule of Terms are actually realized by the Participant, the Participant shall comply with the following terms and conditions, including the Restrictive Covenants set forth below.
1.Acknowledgement
The Participant acknowledges that during his/her employment, the Participant will be provided with, will otherwise obtain, develop and/or use Trade Secrets or Confidential Information belonging to Carrier Global Corporation or its successor, Affiliates, and subsidiaries (the “Corporation”) or the Corporation’s partners or licensors. The Participant recognizes and agrees that the Corporation has a legitimate business interest in maintaining the confidentiality of its Trade Secrets or Confidential Information and a legitimate business interest and need in preserving and protecting itself from improper or unfair competition through the protection of Trade Secrets and Confidential Information.
The Participant also recognizes the highly competitive nature of the Corporation’s business and the investment the Corporation has made to develop and protect its Trade Secrets or Confidential Information and understands that if Trade Secrets or Confidential Information were to be disclosed in any manner that jeopardizes their value, including to a competitor or used for an improper purpose, the Corporation would be irreparably harmed.
Finally, the Participant acknowledges that his/her agreement to comply with the terms of this Exhibit may limit the Participant’s ability to work in a business similar to the business of the Corporation to the extent Participant’s work in such similar business would cause Participant to violate these terms; provided, however that the Participant agrees that, in light of the Participant’s education, skills, abilities and financial resources, the Participant shall not assert, and it shall not be relevant nor admissible as evidence in any dispute arising in respect of the Exhibit, any such limitations caused by the Restrictive Covenants.
2.Restrictive Covenants
The Participant acknowledges and agrees that he/she shall be bound by and shall abide by the following restrictive covenants which are necessary to protect the Corporation’s legitimate business interests:
a.Confidentiality
(i)Participant agrees that during and after his/her employment with the Corporation, Participant shall hold in the strictest confidence, and shall take all reasonable precautions to prevent any unauthorized use or disclosure of Corporation Confidential Information.
(ii)Without limiting Section 2(a)(i) above, Participant shall not (A) use the Corporation Confidential Information for any purpose other than for the benefit of the Corporation in the course of his/her employment and authorized activities, or
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as otherwise directed in writing by the Corporation, or (B) disclose the Corporation Confidential Information to any third party without prior written authorization from the Corporation.
(iii)If any disclosure restricted under this Section 2(a) is compelled by applicable law, prior to any such disclosure Participant shall (A) provide prompt prior written notice (if allowed by law) to the Corporation’s General Counsel, and (B) take reasonable steps to prevent disclosure of such Corporation Confidential Information until the Corporation has been informed of such required disclosure and has had a reasonable opportunity to take protective measures such as seeking a protective order. Further, nothing in this Exhibit in any way prohibits or is intended to restrict or impede any right the Participant may have under Section 7 of the National Labor Relations Act, including the exercise of protected rights to the extent that such rights cannot be waived by agreement.
(iv)Participant acknowledges and agrees that he/she obtains no title, right, or license in or to any Corporation Confidential Information, and that as between the Corporation and Participant, the Corporation retains all Corporation Confidential Information as its sole property.
(v)Participant acknowledges and agrees that his/her obligations under this Section 2(a) shall continue after termination of his/her employment, including with respect to Trade Secrets and Confidential Information for so long as such Trade Secrets and Confidential Information remain trade secrets or confidential under applicable law.
(vi)Notwithstanding any other provisions of this Section 2(a), pursuant to 18 USC Section 1833(b), the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Trade Secrets or Confidential Information that is made: (A) confidentially to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by the Corporation for reporting a suspected violation of law, the Participant may disclose such Trade Secrets or Confidential Information to the Participant’s attorney and use the trade secret or confidential information in related court proceedings; provided that, the Participant files any document containing the trade secret or confidential information under seal and does not disclose the trade secret or confidential information, except pursuant to court order.
(vii)The provisions of this Exhibit are not intended to and shall be interpreted in a manner that does not, limit or restrict the Participant from (A) exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934) or (B) discussing the terms, wages, and working conditions of Participant’s employment, as protected by applicable law.
b.Non-Competition
To further ensure the protection of the Corporation’s Trade Secrets or Confidential Information, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, that the Participant will not directly or
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indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), accept employment with or provide services in any form to (including serving as a director or entering into a consulting relationship or similar arrangement) any person or entity engaged in any business venture that is deemed to be a Competitive Business. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business in any capacity, (ii) providing services to a Competitive Business of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business in any capacity where the Corporation’s Trade Secrets or Confidential Information could, or would necessarily, be used to obtain an unfair advantage over the Corporation. Notwithstanding the foregoing, it shall not be considered a breach of this Section 2(b) for the Participant to be a passive owner of not more than 5% of the outstanding stock or other securities or interests of a public company that is a Competitive Business, so long as the Participant has no direct or indirect active participation in the business or management of such corporation or entity.
c.Non-Solicitation – Employees
In consideration of the significant time and resources the Corporation has invested and will continue to invest to recruit and retain its employees, as well as the valuable information that the Participant has obtained about Corporation employees, including their respective talents and areas of expertise, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, the Participant will not, directly or indirectly, on his/her own behalf or on behalf of another: (i) solicit, recruit, aid or induce any employee of the Corporation to leave their employment with the Corporation in order to accept employment with or render services to another person or entity unaffiliated with the Corporation, or (ii) hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee.
d.Non-Solicitation – Customers, Suppliers, Licensees, Business Partners and Vendors
In consideration of the significant time and resources the Corporation has invested and will continue to invest to develop relationships and foster goodwill with its Customers as well as the valuable information the Participant has learned about the Corporation’s Customers during his/her employment, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period that he or she will not directly or indirectly, for the Participant’s own account or for others, (A) solicit or assist others in soliciting or attempt to solicit (or assist others in attempting to solicit)
(i) any existing Customers with whom the Participant had contact, or of whom the Participant became aware while employed by the Corporation during the two (2) year period prior to the Participant’s Termination of Employment, or (ii) any prospective Customers of the Corporation with whom the Participant had contact and with whom the Corporation took significant steps to do business during the two (2) year period prior to the Participant’s Termination of Employment, for the purpose of inducing such existing or prospective Customers to cease doing business or reduce their business with the Corporation or to purchase, lease or utilize products or services that are competitive with, similar to, or that may be used as substitutes for any products or services offered
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by the Corporation, or (B) otherwise interfere with the relationship of the Corporation with any of its Customers.
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e.Non-Disparagement
The Participant agrees not to disparage or defame, through any public medium (including social media) the business reputation, technology, products, practices or conduct of the Corporation or any member of the board of directors or any executive officer of the Corporation in their capacity as such. Nothing in this Exhibit or elsewhere shall prevent the Participant from making statements in confidence to an immediate family member or to an attorney for the purpose of seeking legal advice, or from making truthful statements when required by law, subpoena or the like, or in arbitration or other proceeding permitted under this Exhibit and/or the Plan, as applicable.
The Participant acknowledges and agrees that the Participant has had the opportunity to seek the advice of counsel in connection with this Exhibit and that the Restrictive Covenants contained herein are reasonable in geographic scope, temporal duration, and in all other respects. The Participant further acknowledges and agrees that the opportunity to earn the Award(s) is reasonable consideration for accepting such restrictions. The provisions of Sections 2(b), 2(c), and 2(d) shall not apply to Participant if Participant lives or works in California prior to the date of Participant’s termination of employment.
3.Defined Terms
Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the Plan or the Schedule of Terms for the Award(s), as applicable.
Competitive Business: shall mean any person, firm, corporation, or other entity that is
(i) located in a region with respect to which the Participant had substantial responsibilities during the final two (2) years of the Participant’s employment by the Corporation and is (ii) competitive, with (A) the business unit(s) of the Corporation the Participant was employed with during the final two (2) years of the Participant’s employment (including any prospective business to be developed or acquired that was proposed at the date of termination and of which the Participant was aware), or (B) any other business of the Corporation with respect to which the Participant had substantial exposure during the final two (2) years of such employment. The determination of status of a person or entity as a Competitive Business will be made by the Chief Human Resources Officer of the Corporation (or his/her delegate) in his/her sole discretion.
Customer: shall mean the Corporation’s customers, suppliers, licensees, business partners, and/or vendors.
Restrictive Period: shall mean the one (1) year period following the Participant’s termination of employment with the Corporation for any reason. Notwithstanding the foregoing, with respect to the Corporation’s Chief Executive Officer, and the executives serving as segment and functional leaders who directly report to the Corporation’s Chief Executive Officer, the Restrictive Period shall mean the two (2) year period following the Participant’s termination of employment with the Corporation for any reason.
Confidential Information: shall mean any information that the Corporation has developed, or will develop, acquire, license, create, compile, discover or own, that (i) is proprietary or otherwise has value in or to the Corporation’s current or future business activities, (ii) is not generally known to the public, and (iii) the unauthorized disclosure or
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use of which could be detrimental to the interests of the Corporation, whether or not such information is identified or marked as “Confidential,” “Proprietary,” or the like. Confidential information shall not be considered generally known to the public if it is disclosed or revealed without authorization, including being disclosed improperly to the public by the Participant or others without the Corporation’s express written consent and/or in violation of an obligation of confidentiality to the Corporation. Corporation Confidential Information includes both information disclosed by or for the Corporation to Participant, and information or materials developed or learned by Participant during the course of Participant’s employment with the Corporation. By way of example, and without limitation, Corporation Confidential Information includes the Corporation’s technical data, Trade Secrets, or know-how, including, but not limited to, customer and supplier contacts, confidential information about customers, pricing, margins, business plans, marketing plans, financial data, business and customer strategies, methods or techniques of manufacturing or producing the products manufactured or produced by the Corporation, formulations, technical know- how, formulae, research, development and production information, processes, designs, software, solutions, patent applications and plans or proposals related to the foregoing. Notwithstanding the foregoing, Corporation Confidential Information shall not include any such information which Participant can establish via documentation: (i) was publicly known or made generally available to the public prior to the time of disclosure by or for the Company to Participant; (ii) becomes publicly known or made generally available after disclosure by or for the Corporation to Participant through no wrongful action or omission by Participant or any third party; or (iii) is in Participant’s rightful possession, without confidentiality obligations, prior to the time of disclosure by or for the Corporation to Participant, as shown by Participant’s then-contemporaneous written records. .
Trade Secrets: shall mean any Confidential Information that is not readily ascertainable by others, provides the Corporation a competitive advantage, and which the Corporation takes reasonable measures to keep secret.
4.Miscellaneous
a.Governing Law
This Exhibit will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal laws of the State of Delaware will control the interpretation and construction of this Exhibit, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
b.Interaction
Except as set forth below, this Exhibit and the Restrictive Covenants contained herein shall be in addition to, and not in lieu of, any other restrictive covenants that are or may be applicable to the Participant, including without limitation (i) the forfeiture and clawback provisions set forth in the Plan and Schedule of Terms, (ii) the restrictive covenants described in the Carrier Global Corporation Senior Executive Severance Plan, as in effect from time to time, (iii) if applicable, the restrictive covenants in the Executive Leadership Group Agreement that the Participant entered into when he/she was appointed to United Technologies Corporation’s Executive Leadership Group
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(“ELG”), (iv) if applicable, the restrictive covenants in the ELG Restricted Stock Unit Retention Award Schedule of Terms that was provided to the Participant when he/she became a member of United Technologies Corporation’s Executive Leadership Group and (v) the restrictive covenants described in the Carrier Global Corporation Change in Control Severance Plan, as in effect from time to time.
Notwithstanding the foregoing, to the extent that any of the Restrictive Covenants set forth in Section 2 of this Exhibit would invalidate or conflict with restrictive covenants that are similar in nature and that: (i) were independently agreed to in an employment agreement negotiated by and between the Participant and the Corporation, and (ii) provide comparable or greater protections and remedies to the Corporation, those specific Restrictive Covenants shall be deemed inapplicable with respect to the Participant.
c.Validity; Severability; Blue Pencil
It is the desire and intent of the parties hereto that the provisions of this Exhibit shall be enforced to the fullest extent legally-permissible. As such, the parties agree that the provisions of this Exhibit and obligations of the parties are severable, and that if it is determined that any part or portion of this Exhibit is invalid or unenforceable, the remainder of the provisions of this Exhibit shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision- maker of competent jurisdiction determines that any of the covenants in this Exhibit is unenforceable because of the duration or geographic scope of such provision, then, after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and that, in its reduced form, such provision shall be enforced.
d.Remedies
The Participant acknowledges that a remedy at law for any breach or threatened breach of the provisions of this Exhibit would be inadequate and therefore agrees that in addition to any remedies that may be available to the Corporation under the Terms of the Plan or the Schedule of Terms, the Corporation shall be entitled to injunctive relief in case of any such breach or threatened breach. In the event that a court determines that the Participant has breached or threatened to breach this Exhibit, the Participant agrees to reimburse the Corporation for all attorneys’ fees and costs incurred in enforcing the terms of the Exhibit. However, nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available for any such breach or threatened breach against the Participant or the Participant’s then-current employer that may also include but not be limited to contract damages, lost profits and punitive damages.
e.Participant’s Future Employer
To enable the Corporation to monitor compliance with this Exhibit, the Participant agrees that upon the termination of his/her employment for any reason and for the duration of the Restrictive Period, that he/she will advise the Corporation of the name and address of his/her intended future employer. Furthermore, for the duration of the Restrictive Period, the Participant will inform each new employer, prior to accepting employment, of the existence of this Exhibit and provide that employer with a copy of it. The Corporation has the right to inform any future employer of the existence of this Exhibit and to provide any future employers with a copy of it.
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f.Assignment
This Exhibit (including Section 2 hereof) shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Corporation may assign this Exhibit (including this Section 2), without the Participant’s consent to, including but not limited to, any of the entities within the Corporation or to any successor (whether by merger, purchase, bankruptcy, reorganization or otherwise) to all or substantially all of the equity, assets or businesses of the Corporation. The Participant may not assign the Exhibit (or the obligations set forth in this Section 2).
g.No Contract
Neither the Award, the applicable Schedule of Terms for the Award, this Exhibit, nor the Plan constitute a contract of employment; nor do they guarantee the Participant’s continued employment for any period required for all or any of the Participant’s Awards to vest become exercisable, be earned or be paid out.
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Exhibit 10.3
Carrier Global Corporation
2020 Long-Term Incentive Plan
Stock Appreciation Right Award
Schedule of Terms
(February 6, 2025)
This Schedule of Terms describes the material features of the Participant’s Stock Appreciation Right Award (the “SAR Award” or the “Award”) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (the “LTIP”), subject to this Schedule of Terms, the Award Agreement, and the terms and conditions set forth in the LTIP. The LTIP Prospectus contains further information about the LTIP and this Award and is available on the Company’s internal employee website and at www.ubs.com/onesource/CARR.
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Certain Definitions
A Stock Appreciation Right (a “SAR”) represents the right to receive the appreciation in one share of common stock of Carrier Global Corporation (the “Common Stock”) measured from the date of grant to the date of exercise. The appreciation, upon exercise, is generally paid to the Participant in the form of shares of Common Stock. SARs generally vest if the Participant remains employed or otherwise engaged by the Company or the Corporation through the applicable vesting date schedule set forth on the Award Agreement (see “Vesting” below), or upon an earlier Termination of Service under limited circumstances that may result in accelerated vesting (see “Termination of Service” below). “Company” means Carrier Global Corporation, together with its subsidiaries, divisions and Affiliates (collectively, the “Corporation”). “Termination Date” means the date the Participant’s employment ends, or, if different, the date a Participant ceases providing services to the Corporation as an employee, consultant, or in any other capacity. For the avoidance of doubt, absences from employment by reason of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service shall not be recognized as service in determining the Termination Date. All references to termination of employment in this Schedule of Terms will be deemed to refer to “Termination of Service” as defined in the LTIP. “Committee” means the Compensation Committee of the Board. Capitalized terms not otherwise defined in this Schedule of Terms have the same meaning as defined in the LTIP.
Acknowledgement and Acceptance of Award
The number of SARs awarded and the SAR grant price are set forth in the Award Agreement. The Award recipient (the “Participant”) must affirmatively acknowledge and accept the terms and conditions of the SAR Award within 150 days following the Grant Date. A failure to acknowledge and accept the SAR Award within such 150-day period will result in forfeiture of the SAR Award, effective as of the 150th day following the Grant Date.
Participants must acknowledge and accept the terms and conditions of this SAR Award electronically via the UBS One Source website at www.ubs.com/onesource/CARR. Participants based in certain countries may be required to acknowledge and accept the terms and conditions of this SAR Award by signing and returning the designated hard copy portion of the Award Agreement to the Stock Plan Administrator.
Exercise Price (or “Grant Price”)
The Grant Price represents the Fair Market Value of the Corporation’s Common Stock on the date of grant. “Fair Market Value” means, as of any given date, the closing price of the Common Stock on the New York Stock Exchange.
Vesting and Expiration
SARs will vest and expire (if unexercised) in accordance with the schedule set forth in the Award Agreement, subject to the Participant’s continued employment or service with the Corporation through each applicable vesting date. Unvested SARs will be forfeited in the event of Termination of Service prior to the vesting date, except in certain earlier terminations involving
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Retirement, Involuntary Termination, Disability, Change-in-Control Termination, or death (see “Termination of Service” below).
Vested SARs may be exercised on or after the vesting date until the earlier of the:
(i) Expiration date specified in the Award Agreement, at which time the SARs and all associated rights lapse; or
(ii) Last day permitted on or following Termination of Service as specified in “Termination of Service” below.
SARs may also be forfeited and value realized from exercised SARs may be recouped by the Company under certain circumstances (see “Forfeiture of Award and Repayment of Realized Gains” below).
No Shareowner Rights
A SAR is the right to receive the appreciation in a share of Common Stock, subject to continued employment or service and certain other conditions. The holder of a SAR has no voting, dividend, or other rights accorded to owners of Common Stock, unless and until SARs are exercised and settled in Common Stock.
Exercise and Payment
While a Participant is employed by the Corporation, the Participant may exercise vested SARs on or after the applicable vesting date until the expiration date. The value a Participant will realize upon the exercise of a SAR is the difference between the price of the Common Stock at the time of exercise and the Grant Price. The Participant will generally receive shares of Common Stock as soon as administratively practicable following exercise of SARs. The value of the exercised SARs may instead be paid in cash if the Committee so determines, including where local law restricts the distribution of Common Stock.
It is the responsibility of the Participant to track the expiration of the Award and exercise SARs in a timely manner. The Company assumes no responsibility for, and will make no adjustments with respect to, SARs that expire unexercised. Any communication from the Plan Administrator or the Company to the Participant with respect to expiration is provided as a courtesy only.
Please note that in some regions, exercise periods will be reduced where required by local law. For example, in no event will SARs be exercisable after 6 months following a Participant’s Termination Date for those Participants subject to exchange control regulations in the People’s Republic of China. The proceeds from SARs exercised by Participants in the People’s Republic of China less any applicable withholdings, will be delivered to the Participant (or the Participant’s estate) in local currency through a special exchange control account established by the Corporation as soon as administratively practicable. The Participant agrees to bear any
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currency fluctuation risk between the time the shares of Carrier common stock are sold and the time the sale proceeds are distributed through such special exchange account.
Termination of Service
The treatment of SARs upon Termination of Service depends upon the reason for termination, as detailed in the following sections. SARs held for less than one year as of the Termination Date will be forfeited, except in the event of death, Disability, or Change-in-Control Termination, as discussed below.
Absences from employment because of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service will not be recognized as service in determining the Termination Date.
Retirement. If the Participant’s termination results from Retirement, unvested SARs held for at least one year as of the Termination Date will fully vest and become exercisable. For this purpose, Retirement means either a Normal Retirement or Early Retirement as defined below:
•“Normal Retirement” means retirement on or after age 65;
• “Early Retirement” means retirement on or after:
oAge 55 with 10 or more years of continuous service as of the Termination Date; or
oFor all Participants who were actively employed by the Corporation at an M/P7 or F1/F2 level or above on December 31, 2021 (as those levels existed on December 31, 2021), Early Retirement shall also mean age 50, but before age 55, and the Participant’s age and continuous service as of the Termination Date adds up to 65 or more (“Rule of 65”).
Upon Retirement, vested SARs may be exercised as detailed in the chart below:
| Retirement Type | Company Consents to Early Retirement * | Exercise Period*** | ||||||
| Normal Retirement (age 65) | N/A | SARs may be exercised until the expiration of their term | ||||||
| Early Retirement on or after age 55 + 10 years of continuous service as of the Termination Date | Yes | SARs may be exercised until the expiration of their term | ||||||
| No | SARs may be exercised for three (3) years following the Termination Date or until the expiration of the SAR, whichever is earlier | |||||||
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Rule of 65** (Early Retirement on or after age 50, but prior to age 55 + years of continuous service = 65+ as of the Termination Date) | Yes | SARs may be exercised for five (5) years following the Termination Date or until the expiration of the SAR, whichever is earlier | ||||||
| No | SARs may be exercised for three (3) years following the Termination Date or until the expiration of the SAR, whichever is earlier | |||||||
* The Company’s consent to the Participant’s Retirement will be at the sole discretion of the Company based on its ability to effectively transition the Participant’s responsibilities as of the Termination Date and such other factors as it may deem appropriate. ** Applicable only for Participants who were actively employed by the Corporation at an M/P7 or F1/F2 level or above on December 31, 2021. ***Exercise periods for certain employees may be shorter where required by local law. For example, in no event will SARs be exercisable after 6 months following the Termination Date for Participants subject to exchange control regulations in the People’s Republic of China. | ||||||||
A Participant will not be eligible to receive Retirement treatment with respect to any Award in the event of involuntary termination by the Corporation for Cause.
For purposes of this Retirement section, continuous service shall have the meaning ascribed to it in any policy that may be issued by the Company from time to time addressing the calculation of an employee’s (including a re-employed employee’s) continuous service date. The calculation to determine Early Retirement will include partial years, rounded down to the nearest full month.
Involuntary Termination for Cause. If the Participant’s termination results from an involuntary termination by the Corporation for Cause (as defined in the LTIP), both vested and unvested SARs will be forfeited as of the Termination Date regardless of the Participant’s Retirement eligibility. In addition, value realized from previously exercised SARs is subject to repayment in the event of termination for Cause or certain other occurrences (see “Forfeiture of Award and Repayment of Realized Gains” below).
Involuntary Termination other than for Cause, death, or Disability. If the Participant’s termination results prior to the vesting date from an involuntary termination by the Corporation for reasons other than Cause, death, or Disability, and does not constitute a Change-in-Control Termination, unvested SARs held for at least one year as of the Termination Date will receive pro-rata vesting treatment, subject to the Participant providing the Company with a release of claims against the Corporation in a form and manner satisfactory to the Company. The pro-rata vesting of a SAR Award held for at least one year will be based on the number of months worked during the vesting period, including partial months, relative to the full vesting period. Any SARs not vested under this pro-rata vesting formula will be forfeited as of the Termination Date.
Upon involuntary termination for reasons other than Cause, vested SARs may be exercised for one (1) year following the Termination Date (except where a shorter period is required by local law) or until the expiration of the SAR, whichever is earlier. Unexercised vested SARs will expire without value at the close of the NYSE on the first anniversary of the Termination Date, or the expiration date, whichever comes first. In the event that the date falls on a weekend or market holiday, the SARs will be cancelled at the end of the last trading day prior to such date.
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Absences from employment because of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service will not be recognized as service in determining the pro-rata vesting percentage.
For the avoidance of doubt, the foregoing pro-rata vesting upon a Termination without Cause will include involuntary terminations resulting from workforce reductions, location closings, restructurings, layoffs, or similar events, as determined by the Committee.
Retirement eligible Participants will be eligible to vest in accordance with the Retirement provisions set forth above. Change-in-Control Terminations are subject to vesting treatment as set forth in the Change-in-Control provisions below. A Participant who is involuntarily terminated for Cause is not eligible for pro-rata vesting of Awards.
Voluntary Termination. A Participant who voluntarily terminates employment or service (other than for Retirement or a Change-in-Control Termination) is not entitled to pro-rata vesting and will forfeit all unvested SARs. Vested SARs may be exercised for up to ninety (90) days from the Termination Date or until the expiration of the SAR (if earlier). Unexercised SARs will expire without value at the close of the NYSE on the ninetieth (90th) day following the Termination Date, or the expiration date, whichever comes first. In the event that the date falls on a weekend or market holiday, the SARs will be cancelled at the end of the last trading day prior to the 90th day.
Death or Disability. If the Participant dies while still employed by or providing services to the Corporation, or if the Participant incurs a Disability (as defined in the LTIP), all unvested SARs will vest as of the date of death or Disability, as applicable, and become exercisable. The Participant, Participant’s estate or designated beneficiary, as applicable, will have three (3) years from the date of death or the Disability except as restricted by local law, or until the expiration of the SAR if earlier, to exercise all outstanding SARs, provided however, that if the expiration of the SAR occurs prior to the end of such three-year period following the death or Disability, the SAR will be deemed to be exercised by the Participant, Participant’s estate or designated beneficiary (if such a designation has been provided to the Corporation, and to the extent the Corporation determines such designation to be valid), as may be determined in the Corporation’s sole discretion, as of the SAR expiration date and (where applicable) the resulting amount held for distribution to the Participant, Participant’s estate or beneficiary, as applicable. Different tax rules may apply when the estate or heir exercises the deceased Participant’s SARs. A personal tax or financial advisor should be consulted under this scenario.
Change-in-Control Termination. If the SARs are replaced with a Replacement Award in connection with a Change-in-Control in accordance with Section 10(c) of the LTIP, and a Participant’s termination results from an involuntary termination by the Corporation for reasons other than for Cause, death or Disability, or due to the Participant’s voluntary termination for “Good Reason,” in each case, within 24 months following a Change-in-Control in accordance with Section 10(d) of the LTIP (such Termination of Service, a “CIC Termination”), then all unvested SARs will vest and become exercisable as of the Termination Date and all vested SARs will be exercisable until the third anniversary of the Termination Date (or until the expiration of the SAR, if earlier).
Forfeiture of Award and Repayment of Realized Gains
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SARs, whether or not vested, will be immediately forfeited and a Participant will be obligated to repay to the Company the value realized from the prior exercise of SARs upon the occurrence of any of the following events:
(i)Termination for Cause (as defined in the LTIP);
(ii)A determination that the Participant engaged in conduct that could have constituted the basis for a Termination for Cause, including determinations made within three years following the Termination Date;
(iii)Within twenty-four months following the Termination Date, the Participant:
(A)Solicits a Corporation employee, or individual who had been a Corporation employee within the previous three months, for an opportunity outside of the Corporation; or
(B)Publicly disparages the Corporation, its employees, directors, products, or otherwise makes a public statement that is materially detrimental to the interests of the Corporation or such individuals;
(iv)At any time during the twelve-month period following the Termination Date, the Participant becomes employed by, consults for, or otherwise renders services to any business entity or person that is: (A) a Competitive Business (as defined in Exhibit A to this Schedule of Terms); or (B) a Customer (as defined in Exhibit A to this Schedule of Terms); unless, in either case (A) or (B), the Participant has first obtained the consent of the Chief Human Resources Officer or her or his delegate. This restriction applies to Competitive Businesses and Customers of each business unit that employed the Participant within the two-year period prior to the Termination Date. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business or Customer in any capacity, (ii) providing services to a Competitive Business or Customer of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business or Customer in any capacity where the Corporation’s Trade Secrets or Confidential Information (as defined in Exhibit A to this Schedule of Terms) could, or would necessarily, be used to obtain an unfair advantage over the Corporation.
Further details concerning the forfeiture of Awards and the obligation to repay gains realized from LTIP Awards are set forth in Section 14(i) of the LTIP, which can be located at www.ubs.com/onesource/CARR. The provisions of subparagraphs (iii)(A) and (iv) of this Section shall not apply to Participant if Participant lives or works in California prior to the Termination Date.
In addition to the provisions set forth above, and in consideration for the Participant’s opportunity to earn the Award, the Participant agrees to be bound by the restrictive covenants set forth in Exhibit A to this Schedule of Terms even if the Participant ultimately forfeits the Award or otherwise fails to receive any benefits in connection with the Award.
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Notwithstanding the foregoing, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, the Participant understands and acknowledges that the Award may be subject to additional clawback and/or forfeiture provisions as set forth within any separate policy maintained by the Company from time to time, including without limitation any such provisions as may be required by SEC or stock exchange listing rules or otherwise, and of which the Company may require separate acknowledgement by the Participant at any time as a condition of receiving any amount with respect to this Award.
The Participant agrees that the foregoing restrictions are reasonable and that the value of the LTIP awards is reasonable consideration for accepting such restrictions and forfeiture contingencies. However, if any portion of this section is held by competent authority to be unenforceable or contrary to applicable law, this section shall be deemed amended to limit its scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect. The Participant acknowledges that this Award shall constitute compensation in satisfaction of these covenants.
Adjustments
SAR Awards may be subject to adjustment under the terms of the Plan if the Corporation engages in a transaction affecting its capital structure, such as a merger, distribution of a special dividend, spin-off of a business unit, stock split, subdivision or consolidation of shares of Common Stock or other events affecting the value of Common Stock.
Further information concerning capital adjustments is set forth in Section 3(d) of the LTIP, which can be located at www.ubs.com/onesource/CARR.
Change-in-Control
In the event of a Change-in-Control or restructuring of the Corporation, the Committee may, in its sole discretion, take certain actions with respect to outstanding Awards to assure fair and equitable treatment of LTIP Participants. Such actions may include the acceleration of vesting, canceling an outstanding Award in exchange for its equivalent cash value (as determined by the Committee), or providing for other adjustments or modifications to outstanding Awards as the Committee may deem appropriate. In the event of a Change-In-Control where the SARs are not replaced by a Replacement Award, the SARs will fully vest and become exercisable in accordance with Section 10(b) of the LTIP. Further details concerning Change-in-Control are set forth in Section 10 of the LTIP, which can be located at www.ubs.com/onesource/CARR.
Awards Not to Affect Certain Transactions
SAR Awards do not in any way affect the right of the Corporation or its shareowners to effect: (i) any adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital or business structure; (ii) any merger or consolidation of the Corporation; (iii) any issue of bonds, debentures, shares of stock preferred to, or otherwise affecting the Common Stock of the Corporation or the rights of the holders of such Common Stock; (iv) the dissolution or liquidation of the Corporation; (v) any sale or transfer of all or any part of its assets or business; or (vi) any other corporate act or proceeding.
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Taxes / Withholding
The Participant acknowledges that, regardless of any action taken by the Company, the Participant is responsible for all income taxes, social insurance contributions, payroll taxes, payment on account or other tax-related items attributable to any Award (“Tax-Related Items”). The provisions of Section 14(d) (Required Taxes) of the LTIP apply to this Award; provided that, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, as amended, at the time that a taxable event occurs, then the Company’s withholding obligations with respect to such taxable event will be satisfied by the Company withholding shares of Common Stock on the date of exercise equal to the amount required to be withheld for tax purposes (calculated using the minimum statutory withholding rate as applied to the value of the SAR Award at the time of exercise, except as otherwise approved by the Committee). The Company shall have the right to deduct directly from any payment or delivery of shares due to a Participant or from a Participant’s regular compensation to effect compliance with all Tax-Related Items, including withholding and reporting with respect to the exercise of any SAR. Acceptance of an Award constitutes affirmative consent by a Participant to such reporting and withholding. The Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In those countries where there is no withholding on account of such Tax-Related Items, Participants must pay the appropriate taxes as required by any country where they are subject to tax. In those instances where Company is required to calculate and remit withholding on Tax-Related Items after shares have already been delivered, the Participant shall pay the Company any amount of Tax-Related Items that the Company is required to pay. The Company may refuse to distribute an Award if a Participant fails to comply with his or her obligations in connection with Tax-Related Items.
Important information about the U.S. Federal income tax consequences of LTIP Awards can be found in the LTIP Prospectus at www.ubs.com/onesource/CARR.
Non-assignability
Unless otherwise approved by the Committee or its delegate, no assignment or transfer of any right or interest of a Participant in any SAR Award, whether voluntary or involuntary, by operation of law or otherwise, is permitted except by will or the laws of descent and distribution. Any other attempt to assign such rights or interest shall be void and without force or effect.
Nature of Payments
All Awards made pursuant to the LTIP are in consideration of services performed for the Corporation. Any gains realized pursuant to such Awards constitute a special incentive payment to the Participant and will not be taken into account as compensation for purposes of any of the employee benefit plans of the Company. Awards are made at the discretion of the Committee. Receipt of a current Award does not guarantee receipt of a future Award.
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Right of Discharge Reserved
Nothing in the LTIP or in any SAR Award shall confer upon any Participant the right to continued employment or service for any period of time, or affect any right that the Corporation may have to terminate the employment of any Participant at any time for any reason.
Administration
The Board of Directors of the Corporation has delegated the administration and interpretation of the Awards granted pursuant to the LTIP to the Compensation Committee. The Committee establishes such procedures as it deems necessary and appropriate to administer Awards in a manner that is consistent with the terms of the LTIP. The Committee has, consistent with its charter and subject to certain limitations, delegated to the Chief Executive Officer and the Chief Human Resources Officer (and to such subordinates as he or she may further delegate) the authority to grant, administer, and interpret Awards, provided that, such delegation will not apply with respect to employees of the Corporation who are covered under Section 16 of the Securities Exchange Act of 1934, as amended, and to members of the Company’s Executive Leadership Group. Awards to these individuals will be granted, administered, and interpreted exclusively by the Committee. The Committee’s decision or that of its delegate on any matter related to an Award shall be binding, final, and conclusive on all parties in interest.
Data Privacy
The Corporation maintains electronic records for the purpose of administering the LTIP and individual Awards. In the normal course of plan administration, electronic data may be transferred to different sites within the Corporation and to outside service providers. Acceptance of an Award constitutes consent by the Participant to the collection, use, processing, transmission, and holding of personal data, in electronic or other form, as required for the implementation, administration, and management of this Award and the LTIP by the Company or its third-party administrators within or outside the country in which the Participant resides or works. All such collection, use, processing, transmission, and holding of data will comply with applicable privacy protection requirements. If you do not want to have your personal data shared, you may choose to not accept this Award.
Company Compliance Policies
Participants must comply with the Company’s Code of Ethics and Corporate Policies and Procedures. Violations can result in the forfeiture of Awards and the obligation to repay previous gains realized from LTIP Awards. The Company’s Code of Ethics and Corporate Policy Manual are available online on the Company’s internal home page.
Interpretations
This Schedule of Terms provides a summary of terms applicable to the SAR Award. This Schedule of Terms and each Award Agreement are subject in all respects to the terms of the LTIP, which can be located at www.ubs.com/onesource/CARR. In the event that any provision of this Schedule of Terms or any Award Agreement is inconsistent with the terms of the LTIP, the
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terms of the LTIP shall govern. Capitalized terms used but not otherwise defined herein shall have the meanings as defined in the LTIP. Any question concerning administration or interpretation arising under the Schedule of Terms or any Award Agreement will be determined by the Committee or its delegates, and such determination shall be final, binding, and conclusive upon all parties in interest. If this Schedule of Terms or any other document related to this Award is translated into a language other than English and a conflict arises between the English and translated version, the English version will control.
Governing Law
The LTIP, this Schedule of Terms, and the Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Additional Information
Questions concerning the LTIP or Awards and requests for LTIP documents can be directed to:
Stock Plan Administrator
StockPlanAdmin@carrier.com
OR
Carrier Global Corporation
Attn: Stock Plan Administrator
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
The Corporation and / or its approved Stock Plan Administrator will send any Award-related communications to the Participant’s email address or physical address on record. It is the responsibility of the Participant to ensure that both the e-mail and physical address on record are up-to-date and accurate at all times to ensure delivery of Award-related communications.
Exhibit A
Carrier Global Corporation 2020 Long-Term Incentive Plan
2025 Restrictive Covenant Addendum to Schedule of Terms
The Participant agrees that except where and to solely the extent prohibited by local law, in consideration for the opportunity to earn the Award set forth in this Schedule of Terms and the accompanying Award Agreement and regardless of whether benefits under the Schedule of Terms are actually realized by the Participant, the Participant shall comply with the following terms and conditions, including the Restrictive Covenants set forth below.
1.Acknowledgement
The Participant acknowledges that during his/her employment, the Participant will be provided with, will otherwise obtain, develop and/or use Trade Secrets or Confidential Information belonging to Carrier Global Corporation or its successor, Affiliates, and subsidiaries (the
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“Corporation”) or the Corporation’s partners or licensors. The Participant recognizes and agrees that the Corporation has a legitimate business interest in maintaining the confidentiality of its Trade Secrets or Confidential Information and a legitimate business interest and need in preserving and protecting itself from improper or unfair competition through the protection of Trade Secrets and Confidential Information.
The Participant also recognizes the highly competitive nature of the Corporation’s business and the investment the Corporation has made to develop and protect its Trade Secrets or Confidential Information and understands that if Trade Secrets or Confidential Information were to be disclosed in any manner that jeopardizes their value, including to a competitor or used for an improper purpose, the Corporation would be irreparably harmed.
Finally, the Participant acknowledges that his/her agreement to comply with the terms of this Exhibit may limit the Participant’s ability to work in a business similar to the business of the Corporation to the extent Participant’s work in such similar business would cause Participant to violate these terms; provided, however that the Participant agrees that, in light of the Participant’s education, skills, abilities and financial resources, the Participant shall not assert, and it shall not be relevant nor admissible as evidence in any dispute arising in respect of the Exhibit, any such limitations caused by the Restrictive Covenants.
2.Restrictive Covenants
The Participant acknowledges and agrees that he/she shall be bound by and shall abide by the following restrictive covenants which are necessary to protect the Corporation’s legitimate business interests:
a.Confidentiality
(i)Participant agrees that during and after his/her employment with the Corporation, Participant shall hold in the strictest confidence, and shall take all reasonable precautions to prevent any unauthorized use or disclosure of Corporation Confidential Information.
(ii)Without limiting Section 2(a)(i) above, Participant shall not (A) use the Corporation Confidential Information for any purpose other than for the benefit of the Corporation in the course of his/her employment and authorized activities, or as otherwise directed in writing by the Corporation, or (B) disclose the Corporation Confidential Information to any third party without prior written authorization from the Corporation.
(iii)If any disclosure restricted under this Section 2(a) is compelled by applicable law, prior to any such disclosure Participant shall (A) provide prompt prior written notice (if allowed by law) to the Corporation’s General Counsel, and (B) take reasonable steps to prevent disclosure of such Corporation Confidential Information until the Corporation has been informed of such required disclosure and has had a reasonable opportunity to take protective measures such as seeking a protective order. Further, nothing in this Exhibit in any way prohibits or is intended to restrict or impede any right the Participant may have under Section 7 of the National Labor Relations Act, including the exercise of protected rights to the extent that such rights cannot be waived by agreement.
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(iv)Participant acknowledges and agrees that he/she obtains no title, right, or license in or to any Corporation Confidential Information, and that as between the Corporation and Participant, the Corporation retains all Corporation Confidential Information as its sole property.
(v)Participant acknowledges and agrees that his/her obligations under this Section 2(a) shall continue after termination of his/her employment, including with respect to Trade Secrets and Confidential Information for so long as such Trade Secrets and Confidential Information remain trade secrets or confidential under applicable law.
(vi)Notwithstanding any other provisions of this Section 2(a), pursuant to 18 USC Section 1833(b), the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Trade Secrets or Confidential Information that is made: (A) confidentially to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by the Corporation for reporting a suspected violation of law, the Participant may disclose such Trade Secrets or Confidential Information to the Participant’s attorney and use the trade secret or confidential information in related court proceedings; provided that, the Participant files any document containing the trade secret or confidential information under seal and does not disclose the trade secret or confidential information, except pursuant to court order.
(vii)The provisions of this Exhibit are not intended to and shall be interpreted in a manner that does not, limit or restrict the Participant from (A) exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934) or (B) discussing the terms, wages, and working conditions of Participant’s employment, as protected by applicable law.
b.Non-Competition
To further ensure the protection of the Corporation’s Trade Secrets or Confidential Information, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, that the Participant will not directly or indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), accept employment with or provide services in any form to (including serving as a director or entering into a consulting relationship or similar arrangement) any person or entity engaged in any business venture that is deemed to be a Competitive Business. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business in any capacity, (ii) providing services to a Competitive Business of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business in any capacity where the Corporation’s Trade Secrets or Confidential Information could, or would necessarily, be used to obtain an unfair advantage over the Corporation. Notwithstanding the foregoing, it shall not be considered a breach of this Section 2(b) for the Participant to be a passive owner of not more than 5% of the outstanding stock or other securities or interests of a public company that is a Competitive Business, so
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long as the Participant has no direct or indirect active participation in the business or management of such corporation or entity.
c.Non-Solicitation – Employees
In consideration of the significant time and resources the Corporation has invested and will continue to invest to recruit and retain its employees, as well as the valuable information that the Participant has obtained about Corporation employees, including their respective talents and areas of expertise, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, the Participant will not, directly or indirectly, on his/her own behalf or on behalf of another: (i) solicit, recruit, aid or induce any employee of the Corporation to leave their employment with the Corporation in order to accept employment with or render services to another person or entity unaffiliated with the Corporation, or (ii) hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee.
d.Non-Solicitation – Customers, Suppliers, Licensees, Business Partners and Vendors
In consideration of the significant time and resources the Corporation has invested and will continue to invest to develop relationships and foster goodwill with its Customers as well as the valuable information the Participant has learned about the Corporation’s Customers during his/her employment, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period that he or she will not directly or indirectly, for the Participant’s own account or for others, (A) solicit or assist others in soliciting or attempt to solicit (or assist others in attempting to solicit) (i) any existing Customers with whom the Participant had contact, or of whom the Participant became aware while employed by the Corporation during the two (2) year period prior to the Participant’s Termination of Employment, or (ii) any prospective Customers of the Corporation with whom the Participant had contact and with whom the Corporation took significant steps to do business during the two (2) year period prior to the Participant’s Termination of Employment, for the purpose of inducing such existing or prospective Customers to cease doing business or reduce their business with the Corporation or to purchase, lease or utilize products or services that are competitive with, similar to, or that may be used as substitutes for any products or services offered by the Corporation, or (B) otherwise interfere with the relationship of the Corporation with any of its Customers.
e.Non-Disparagement
The Participant agrees not to disparage or defame, through any public medium (including social media) the business reputation, technology, products, practices or conduct of the Corporation or any member of the board of directors or any executive officer of the Corporation in their capacity as such. Nothing in this Exhibit or elsewhere shall prevent the Participant from making statements in confidence to an immediate family member or to an attorney for the purpose of seeking legal advice, or from making truthful statements when required by law, subpoena or the like, or in arbitration or other proceeding permitted under this Exhibit and/or the Plan, as applicable.
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The Participant acknowledges and agrees that the Participant has had the opportunity to seek the advice of counsel in connection with this Exhibit and that the Restrictive Covenants contained herein are reasonable in geographic scope, temporal duration, and in all other respects. The Participant further acknowledges and agrees that the opportunity to earn the Award(s) is reasonable consideration for accepting such restrictions. The provisions of Sections 2(b), 2(c), and 2(d) shall not apply to Participant if Participant lives or works in California prior to the date of Participant’s termination of employment.
3.Defined Terms
Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the Plan or the Schedule of Terms for the Award(s), as applicable.
Competitive Business: shall mean any person, firm, corporation, or other entity that is
(i) located in a region with respect to which the Participant had substantial responsibilities during the final two (2) years of the Participant’s employment by the Corporation and is (ii) competitive, with (A) the business unit(s) of the Corporation the Participant was employed with during the final two (2) years of the Participant’s employment (including any prospective business to be developed or acquired that was proposed at the date of termination and of which the Participant was aware), or (B) any other business of the Corporation with respect to which the Participant had substantial exposure during the final two (2) years of such employment. The determination of status of a person or entity as a Competitive Business will be made by the Chief Human Resources Officer of the Corporation (or his/her delegate) in his/her sole discretion.
Customer: shall mean the Corporation’s customers, suppliers, licensees, business partners, and/or vendors.
Restrictive Period: shall mean the one (1) year period following the Participant’s termination of employment with the Corporation for any reason. Notwithstanding the foregoing, with respect to the Corporation’s Chief Executive Officer, and the executives serving as segment and functional leaders who directly report to the Corporation’s Chief Executive Officer, the Restrictive Period shall mean the two (2) year period following the Participant’s termination of employment with the Corporation for any reason.
Confidential Information: shall mean any information that the Corporation has developed, or will develop, acquire, license, create, compile, discover or own, that (i) is proprietary or otherwise has value in or to the Corporation’s current or future business activities, (ii) is not generally known to the public, and (iii) the unauthorized disclosure or use of which could be detrimental to the interests of the Corporation, whether or not such information is identified or marked as “Confidential,” “Proprietary,” or the like. Confidential information shall not be considered generally known to the public if it is disclosed or revealed without authorization, including being disclosed improperly to the public by the Participant or others without the Corporation’s express written consent and/or in violation of an obligation of confidentiality to the Corporation. Corporation Confidential Information includes both information disclosed by or for the Corporation to Participant, and information or materials developed or learned by Participant during the course of Participant’s employment with the Corporation. By way of example, and without limitation, Corporation Confidential Information includes the Corporation’s
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technical data, Trade Secrets, or know-how, including, but not limited to, customer and supplier contacts, confidential information about customers, pricing, margins, business plans, marketing plans, financial data, business and customer strategies, methods or techniques of manufacturing or producing the products manufactured or produced by the Corporation, formulations, technical know- how, formulae, research, development and production information, processes, designs, software, solutions, patent applications and plans or proposals related to the foregoing. Notwithstanding the foregoing, Corporation Confidential Information shall not include any such information which Participant can establish via documentation: (i) was publicly known or made generally available to the public prior to the time of disclosure by or for the Company to Participant; (ii) becomes publicly known or made generally available after disclosure by or for the Corporation to Participant through no wrongful action or omission by Participant or any third party; or (iii) is in Participant’s rightful possession, without confidentiality obligations, prior to the time of disclosure by or for the Corporation to Participant, as shown by Participant’s then-contemporaneous written records. .
Trade Secrets: shall mean any Confidential Information that is not readily ascertainable by others, provides the Corporation a competitive advantage, and which the Corporation takes reasonable measures to keep secret.
4.Miscellaneous
a.Governing Law
This Exhibit will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal laws of the State of Delaware will control the interpretation and construction of this Exhibit, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
b.Interaction
Except as set forth below, this Exhibit and the Restrictive Covenants contained herein shall be in addition to, and not in lieu of, any other restrictive covenants that are or may be applicable to the Participant, including without limitation (i) the forfeiture and clawback provisions set forth in the Plan and Schedule of Terms, (ii) the restrictive covenants described in the Carrier Global Corporation Senior Executive Severance Plan, as in effect from time to time, (iii) if applicable, the restrictive covenants in the Executive Leadership Group Agreement that the Participant entered into when he/she was appointed to United Technologies Corporation’s Executive Leadership Group (“ELG”), (iv) if applicable, the restrictive covenants in the ELG Restricted Stock Unit Retention Award Schedule of Terms that was provided to the Participant when he/she became a member of United Technologies Corporation’s Executive Leadership Group and (v) the restrictive covenants described in the Carrier Global Corporation Change in Control Severance Plan, as in effect from time to time.
Notwithstanding the foregoing, to the extent that any of the Restrictive Covenants set forth in Section 2 of this Exhibit would invalidate or conflict with restrictive covenants that are similar in nature and that: (i) were independently agreed to in an employment
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agreement negotiated by and between the Participant and the Corporation, and (ii) provide comparable or greater protections and remedies to the Corporation, those specific Restrictive Covenants shall be deemed inapplicable with respect to the Participant.
c.Validity; Severability; Blue Pencil
It is the desire and intent of the parties hereto that the provisions of this Exhibit shall be enforced to the fullest extent legally-permissible. As such, the parties agree that the provisions of this Exhibit and obligations of the parties are severable, and that if it is determined that any part or portion of this Exhibit is invalid or unenforceable, the remainder of the provisions of this Exhibit shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision- maker of competent jurisdiction determines that any of the covenants in this Exhibit is unenforceable because of the duration or geographic scope of such provision, then, after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and that, in its reduced form, such provision shall be enforced.
d.Remedies
The Participant acknowledges that a remedy at law for any breach or threatened breach of the provisions of this Exhibit would be inadequate and therefore agrees that in addition to any remedies that may be available to the Corporation under the Terms of the Plan or the Schedule of Terms, the Corporation shall be entitled to injunctive relief in case of any such breach or threatened breach. In the event that a court determines that the Participant has breached or threatened to breach this Exhibit, the Participant agrees to reimburse the Corporation for all attorneys’ fees and costs incurred in enforcing the terms of the Exhibit. However, nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available for any such breach or threatened breach against the Participant or the Participant’s then-current employer that may also include but not be limited to contract damages, lost profits and punitive damages.
e.Participant’s Future Employer
To enable the Corporation to monitor compliance with this Exhibit, the Participant agrees that upon the termination of his/her employment for any reason and for the duration of the Restrictive Period, that he/she will advise the Corporation of the name and address of his/her intended future employer. Furthermore, for the duration of the Restrictive Period, the Participant will inform each new employer, prior to accepting employment, of the existence of this Exhibit and provide that employer with a copy of it. The Corporation has the right to inform any future employer of the existence of this Exhibit and to provide any future employers with a copy of it.
f.Assignment
This Exhibit (including Section 2 hereof) shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Corporation may assign this Exhibit (including this Section 2), without the Participant’s consent to, including but not limited to, any of the entities within the Corporation or to any successor (whether by merger, purchase, bankruptcy, reorganization or otherwise) to all or substantially all of
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the equity, assets or businesses of the Corporation. The Participant may not assign the Exhibit (or the obligations set forth in this Section 2).
g.No Contract
Neither the Award, the applicable Schedule of Terms for the Award, this Exhibit, nor the Plan constitute a contract of employment; nor do they guarantee the Participant’s continued employment for any period required for all or any of the Participant’s Awards to vest become exercisable, be earned or be paid out.
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Exhibit 10.4
Carrier Global Corporation
2020 Long-Term Incentive Plan
Performance Share Unit Award
(Off-Cycle)
Schedule of Terms
(Rev. February 6, 2025)
This Schedule of Terms describes the material features of the Participant’s Performance Share Unit Award (the “PSU Award” or the “Award”) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (the “LTIP”), subject to this Schedule of Terms, the Award Agreement, and the terms and conditions set forth in the LTIP. The LTIP Prospectus contains further information about the LTIP and this
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Award and is available on the Company’s internal employee website and at www.ubs.com/onesource/CARR.
Certain Definitions
A Performance Share Unit (a “PSU”) represents the right to receive one share of common stock of Carrier Global Corporation (the “Common Stock”) (or a cash payment equal to the Fair Market Value thereof). PSUs generally vest and are converted into shares of Common Stock if, and to the extent, the associated pre-established performance targets are achieved and the Participant remains employed or otherwise engaged by the Company or the Corporation through the end of the applicable performance measurement period (see “Vesting” below), or upon an earlier Termination of Service under limited circumstances that result in accelerated vesting (see “Termination of Service” below). “Company” means Carrier Global Corporation, together with its subsidiaries, divisions and Affiliates (collectively, the “Corporation”). “Termination Date” means the date the Participant’s employment ends, or, if different, the date a Participant ceases providing services to the Corporation as an employee, consultant, or in any other capacity. For the avoidance of doubt, absences from employment by reason of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service shall not be recognized as service in determining the Termination Date. All references to termination of employment in this Schedule of Terms will be deemed to refer to “Termination of Service” as defined in the LTIP. “Committee” means the Compensation Committee of the Board. Capitalized terms not otherwise defined in this Schedule of Terms have the same meaning as defined in the LTIP.
Acknowledgement and Acceptance of Award
The number of PSUs awarded is set forth in the Award Agreement. The Award recipient (the “Participant”) must affirmatively acknowledge and accept the terms and conditions of the PSU Award within 150 days following the Grant Date. A failure to acknowledge and accept the PSU Award within such 150-day period will result in forfeiture of the PSU Award, effective as of the 150th day following the Grant Date.
Participants must acknowledge and accept the terms and conditions of this PSU Award electronically via the UBS One Source website at www.ubs.com/onesource/CARR. Participants based in certain countries may be required to acknowledge and accept the terms and conditions of this PSU Award by signing and returning the designated hard copy portion of the Award Agreement to the Stock Plan Administrator.
Vesting
PSU Awards will vest in accordance with the schedule set forth in the Award Agreement, subject to performance relative to pre-established Performance Goals, and the Participant’s continued employment or service with the Corporation through the applicable performance measurement period. The Award Agreement specifies the applicable Performance Goals, performance period, vesting date, minimum performance required for vesting, range of vesting and relative weighting for each Performance Goal.
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Performance Goals include: (i) adjusted earnings per share growth (“EPS Growth”); and (ii) total shareholder return (“TSR”) relative to a subset of industrial companies in the S&P 500 index.
EPS Growth is net income from continuing operations divided by average diluted shares outstanding, subject to adjustments for restructuring, non-recurring and other significant, defined non-operational items. The Committee may adjust the EPS Growth calculation (positively or negatively) to exclude the impact of certain items unrelated to operational performance. Such adjustment may be made when necessary to maintain the validity of the Performance Goal, as originally established. EPS Growth will be measured as a three-year compound annual growth rate target.
TSR is the change in share price over the cumulative three-year performance period (plus reinvested dividends). TSR is calculated using the trailing 20-day average share price at the beginning and end of the three-year performance period for Carrier and companies within a subset of industrial companies in the S&P 500 Index at the beginning of the performance period, assuming dividends distributed during the performance period are reinvested for additional shares of the issuing company’s stock. Carrier’s TSR is then compared to the TSR of a subset of industrial companies in the S&P 500 previously approved by the Committee to determine Carrier’s percentile ranking. If Carrier’s three-year TSR is negative, the payout portion of the PSU award is capped at 100% of the target, regardless of Carrier’s performance vs. the subset of industrial companies in the S&P 500 Index.
Unvested PSUs will be forfeited in the event of Termination of Service prior to the vesting date except in the case of Disability, Change-in-Control Termination, or death (see “Termination of Service” below).
PSUs may also be forfeited, and value realized from previously vested PSUs may be recouped by the Company under certain circumstances (see “Forfeiture of Award and Repayment of Realized Gains” below).
No Shareowner Rights
A PSU is the right to receive a share of Common Stock in the future (or a cash payment equal to the Fair Market Value), subject to continued employment or service, achievement of performance targets, and certain other conditions. The holder of a PSU has no voting, dividend or other rights accorded to owners of Common Stock unless and until PSUs are converted into shares of Common Stock.
Payment / Conversion of PSUs
Vested PSUs will be converted into shares of Common Stock to be delivered to the Participant as soon as administratively practicable following, when the Committee determines if, and to what extent, PSUs have vested as a result of the achievement of Performance Goals, but in no event later than March 15th following the year in which such vesting date occurs (see special rules for specified employees below); provided that to the extent the PSUs constitute “nonqualified deferred compensation” subject to Section 409A as a result of the provisions under “Retirement” below, such settlement shall occur during the calendar year in which the vesting date occurs, except as otherwise set forth herein. If Performance Goals are not met, the PSUs
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that do not vest will be cancelled without value. PSUs may be paid in cash if the Committee so determines, including where local law restricts the distribution of Common Stock.
Furthermore, the Committee reserves the right to sell shares of Common Stock held by the Participant as a result of vesting of PSUs as soon as administratively practicable following the Participant’s Termination Date where required by local law. By way of example, for Participants subject to exchange control regulations in the People’s Republic of China, if the Participant’s Termination of Service is the result of an involuntary termination by the Corporation for reasons other than Cause, death, Disability, or a Change-in-Control Termination and the Participant is eligible for accelerated vesting on his/her outstanding PSUs as described below, the PSUs will vest (at target performance) and the Corporation’s broker will sell the shares of Common Stock held by the Participant within six months following the Participant’s Termination date, and the proceeds from such sale less any applicable withholdings, will be delivered to the Participant (or the Participant’s estate) as soon as administratively practicable.
Termination of Service
The treatment of PSUs upon Termination of Service depends upon the reason for termination, as detailed in the following sections. PSUs will be forfeited, except in the event of death, Disability, or Change-in-Control Termination, as discussed below.
Absences from employment because of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service will not be recognized as service in determining the Termination Date.
Retirement. There will be no accelerated vesting of PSUs in the event of Retirement prior to vest. All unvested PSUs will be cancelled as of the Termination Date.
Involuntary Termination for Cause. If the Participant’s termination results from an involuntary termination by the Corporation for Cause (as defined in the LTIP), unvested PSUs will be forfeited as of the Termination Date. In addition, value realized from previously vested PSUs is subject to repayment in the event of termination for Cause or certain other occurrences (see “Forfeiture of Award and Repayment of Realized Gains” below).
Voluntary or Involuntary Termination other than for Cause, death, or Disability. A Participant who voluntarily terminates employment (other than for a Change-in-Control Termination), or is involuntarily terminated will forfeit all unvested PSUs.
Death or Disability. If the Participant dies while still employed by or providing services to the Corporation, or if the Participant incurs a Disability (as defined in the LTIP), all unvested PSUs will vest as of the date of the death or Disability, as applicable, and will be converted (at target performance) to shares of Common Stock (or cash) to be delivered to the Participant’s estate, net of taxes (where applicable), as soon as administratively practicable; provided that with respect to any individual who is eligible for Retirement vesting at the time of Disability and therefore the PSUs constitute “nonqualified deferred compensation” subject to Section 409A of the Code, such settlement will occur within 90 days after the Disability.
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Change-in-Control Termination. If the PSUs are replaced with a Replacement Award in connection with a Change-in-Control in accordance with Section 10(c) of the LTIP, and a Participant’s termination results from an involuntary termination by the Company for reasons other than for Cause, or due to the Participant’s voluntary termination for “Good Reason,” in each case, within 24 months following a Change-in-Control in accordance with Section 10(d) of the LTIP (such Termination of Service, a “CIC Termination”), then all unvested PSUs will vest at the greater of: (1) the applicable target level as of the Termination Date; or (2) the level of achievement as determined by the Committee not later than the date of the Change-in-Control, taking into account performance through the latest date preceding the Change-in-Control as to which performance can, as a practical matter be determined (but not later than the end of the applicable performance period) and be converted into shares of Common Stock (or cash) to be delivered to the Participant as soon as administratively practicable after the Termination Date, subject to the six-month delay noted below under “Specified Employees,” if applicable.
Specified Employees. If a Participant is a “specified employee” within the meaning of Section 409A of the Code (i.e., generally the fifty highest paid employees, as determined by the Company) at the time of the Participant’s Termination of Service, and PSUs are accelerated and will vest by reason of such Participant’s Termination of Service (e.g., Change-in-Control Termination), then, to the extent necessary to avoid the application of any additional tax or penalty under IRC Section 409A and consistent with the terms of the Plan, PSUs will vest effective as of the Participant’s Termination Date, but will not be released into the Participant’s UBS account until the first day of the seventh month following the Termination Date or on the Participant’s death or Disability if earlier. Upon vest, PSUs will convert into an equal number of shares of Common Stock (or cash) to be delivered to the Participant on the first day of the seventh month following the Termination Date. The value of the PSUs will be determined as of the date the shares are released, and the Participant shall be entitled to receive any dividend equivalents that are paid on the PSUs during the period between the vest date and the date the shares are released to the Participant, subject to the same payment timing requirements as the underlying PSUs.
Forfeiture of Award and Repayment of Realized Gains
PSUs will be immediately forfeited and a Participant will be obligated to repay to the Company the value realized from previously vested PSUs upon the occurrence of any of the following events:
(i)Termination for Cause (as defined in the LTIP);
(ii)The Committee determines that Award vesting was based on incorrect performance measurement calculations. In such event, vesting (and recoupment, if applicable) will be adjusted consistent with the actual corrected results;
(iii)A determination that the Participant engaged in conduct that could have constituted the basis for a Termination for Cause, including determinations made within three years following the Termination Date;
(iv)Within twenty-four months following the Termination Date, the Participant:
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(A)Solicits a Corporation employee, or individual who had been a Corporation employee within the previous three months, for an opportunity outside of the Corporation; or
(B)Publicly disparages the Corporation, its employees, directors, products, or otherwise makes a public statement that is materially detrimental to the interests of the Corporation or such individuals;
(v)At any time during the twelve-month period following the Termination Date, the Participant becomes employed by, consults for, or otherwise renders services to any business entity or person that is: (A) a Competitive Business (as defined in Exhibit A to this Schedule of Terms); or (B) a Customer (as defined in Exhibit A to this Schedule of Terms) unless, in either case (A) or (B), the Participant has first obtained the consent of the Chief Human Resources Officer or her or his delegate. This restriction applies to Competitive Businesses and Customers of each business unit that employed the Participant within the two-year period prior to the Termination Date. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business or Customer in any capacity, (ii) providing services to a Competitive Business or Customer of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business or Customer in any capacity where the Corporation’s Trade Secrets or Confidential Information (as defined in Exhibit A to this Schedule of Terms) could, or would necessarily, be used to obtain an unfair advantage over the Corporation.
In addition to the provisions set forth above, and in consideration for the Participant’s opportunity to earn the Award, the Participant agrees to be bound by the restrictive covenants set forth in Exhibit A to this Schedule of Terms even if the Participant ultimately forfeits the Award or otherwise fails to receive any benefits in connection with the Award.
Notwithstanding the foregoing, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, the Participant understands and acknowledges that the Award may be subject to additional clawback and/or forfeiture provisions as set forth within any separate policy maintained by the Company from time to time, including without limitation any such provisions as may be required by SEC or stock exchange listing rules or otherwise, and of which the Company may require separate acknowledgement by the Participant at any time as a condition of receiving any amount with respect to this Award.
The Participant agrees that the foregoing restrictions are reasonable and that the value of the LTIP awards is reasonable consideration for accepting such restrictions and forfeiture contingencies. However, if any portion of this section is held by competent authority to be unenforceable or contrary to applicable law, this section shall be deemed amended to limit its scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect. The Participant acknowledges that this Award shall constitute compensation in satisfaction of these covenants. Further details concerning the forfeiture of awards and the obligation to repay gains realized from LTIP awards are set forth in Section 14(i) of the LTIP, which can be located at www.ubs.com/onesource/CARR. The provisions of subparagraphs (iv)(A) and (v) of this Section shall not apply to Participant if Participant lives or works in California prior to the Termination Date.
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Adjustments
PSU Awards may be subject to adjustment under the terms of the Plan if the Corporation engages in a transaction affecting its capital structure, such as a merger, distribution of a special dividend, spin-off of a business unit, stock split, subdivision or consolidation of shares of Common Stock, or other events affecting the value of Common Stock.
Further information concerning capital adjustments is set forth in Section 3(d) of the LTIP, which can be located at www.ubs.com/onesource/CARR.
Change-in-Control
In the event of a Change-in-Control or restructuring of the Corporation, the Committee may, in its sole discretion, take certain actions with respect to outstanding Awards to assure fair and equitable treatment of LTIP Participants. Such actions may include the acceleration of vesting, canceling an outstanding Award in exchange for its equivalent cash value (as determined by the Committee), or providing for other adjustments or modifications to outstanding Awards or Performance Goals, as the Committee may deem appropriate. In the event of a Change-In-Control where the PSUs are not replaced by a Replacement Award, the PSUs will fully vest and in accordance with Section 10(b) of the LTIP. Further details concerning Change-in-Control are set forth in Section 10 of the LTIP, which can be located at www.ubs.com/onesource/CARR.
Awards Not to Affect Certain Transactions
PSU Awards do not in any way affect the right of the Corporation or its shareowners to effect: (i) any adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital or business structure; (ii) any merger or consolidation of the Corporation; (iii) any issue of bonds, debentures, shares of stock preferred to, or otherwise affecting the Common Stock of the Corporation or the rights of the holders of such Common Stock; (iv) the dissolution or liquidation of the Corporation; (v) any sale or transfer of all or any part of its assets or business; or (vi) any other corporate act or proceeding.
Taxes / Withholding
The Participant acknowledges that, regardless of any action taken by the Company, the Participant is responsible for all income taxes, social insurance contributions, payroll taxes, payment on account or other tax-related items attributable to any Award (“Tax-Related Items”). The Fair Market Value of Common Stock on the New York Stock Exchange on the date the taxable event occurs will be used to calculate taxable income realized from the PSUs. The provisions of Section 14(d) (Required Taxes) of the LTIP apply to this Award; provided that, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, as amended at the time that a taxable event occurs, then the Company’s withholding obligations with respect to such taxable event will be satisfied by the Company withholding shares of Common Stock subject to the PSU Award having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes (calculated using the minimum statutory withholding rate, except as otherwise approved by the Committee). The Company shall have the right to deduct directly from any payment or delivery of shares due to a Participant or from Participant’s regular compensation to effect compliance with all Tax-Related Items,
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including withholding and reporting with respect to the vesting of any PSU. Acceptance of an Award constitutes affirmative consent by Participant to such reporting and withholding. The Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In those countries where there is no withholding on account of such Tax-Related Items, Participants must pay the appropriate taxes as required by any country where they are subject to tax. In those instances where Company is required to calculate and remit withholding on Tax-Related Items after shares have already been delivered, the Participant shall pay the Company any amount of Tax-Related Items that the Company is required to pay. The Company may refuse to distribute an Award if a Participant fails to comply with his or her obligations in connection with Tax-Related Items.
Important information about the U.S. Federal income tax consequences of LTIP Awards can be found in the LTIP Prospectus at www.ubs.com/onesource/CARR.
Non-assignability
Unless otherwise approved by the Committee or its delegate, no assignment or transfer of any right or interest of a Participant in any PSU Award, whether voluntary or involuntary, by operation of law or otherwise, is permitted except by will or the laws of descent and distribution. Any other attempt to assign such rights or interest shall be void and without force or effect.
Nature of Payments
All Awards made pursuant to the LTIP are in consideration of services performed for the Corporation. Any gains realized pursuant to such Awards constitute a special incentive payment to the Participant and will not be taken into account as compensation for purposes of any of the employee benefit plans of the Company. Awards are made at the discretion of the Committee. Receipt of a current Award does not guarantee receipt of a future Award.
Right of Discharge Reserved
Nothing in the LTIP or in any PSU Award shall confer upon any Participant the right to continued employment or service for any period of time, or affect any right that the Corporation may have to terminate the employment of any Participant at any time for any reason.
Administration
The Board of Directors of the Corporation has delegated the administration and interpretation of the Awards granted pursuant to the LTIP to the Compensation Committee. The Committee establishes such procedures as it deems necessary and appropriate to administer Awards in a manner that is consistent with the terms of the LTIP. The Committee has, consistent with its charter and subject to certain limitations, delegated to the Chief Executive Officer and the Chief Human Resources Officer (and to such subordinates as he or she may further delegate)
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the authority to grant, administer, and interpret Awards, provided that, such delegation will not apply with respect to employees of the Corporation who are covered under Section 16 of the Securities Exchange Act of 1934, as amended, and to members of the Company’s Executive Leadership Team. Awards to these individuals will be granted, administered, and interpreted exclusively by the Committee. The Committee’s decision or that of its delegate on any matter related to an Award shall be binding, final, and conclusive on all parties in interest.
Data Privacy
The Corporation maintains electronic records for the purpose of administering the LTIP and individual Awards. In the normal course of plan administration, electronic data may be transferred to different sites within the Company and to outside service providers. Acceptance of an Award constitutes consent by the Participant to the collection, use, processing, transmission, and holding of personal data, in electronic or other form, as required for the implementation, administration, and management of this Award and the LTIP by the Company or its third-party administrators within or outside the country in which the Participant resides or works. All such collection, use, processing, transmission, and holding of data will comply with applicable privacy protection requirements. If you do not want to have your personal data shared, you may choose to not accept this Award.
Company Compliance Policies
Participants must comply with the Company’s Code of Ethics and Corporate Policies and Procedures. Violations can result in the forfeiture of Awards and the obligation to repay previous gains realized from LTIP Awards. The Company’s Code of Ethics and Corporate Policy Manual are available online on the Company’s internal home page.
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Interpretations
This Schedule of Terms provides a summary of terms applicable to the PSU Award. This Schedule of Terms and each Award Agreement are subject in all respects to the terms of the LTIP, which can be located at www.ubs.com/onesource/CARR. In the event that any provision of this Schedule of Terms or any Award Agreement is inconsistent with the terms of the LTIP, the terms of the LTIP shall govern. Capitalized terms used but not otherwise defined herein shall have the meanings as defined in the LTIP. Any question concerning administration or interpretation arising under the Schedule of Terms or any Award Agreement will be determined by the Committee or its delegates, and such determination shall be final, binding, and conclusive upon all parties in interest. If this Schedule of Terms or any other document related to this Award is translated into a language other than English and a conflict arises between the English and translated version, the English version will control.
Governing Law
The LTIP, this Schedule of Terms, and the Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Additional Information
Questions concerning the LTIP or Awards and requests for LTIP documents can be directed to:
Stock Plan Administrator
StockPlanAdmin@carrier.com
OR
Carrier Global Corporation
Attn: Stock Plan Administrator
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
The Corporation and / or its approved Stock Plan Administrator will send any Award-related communications to the Participant’s email address or physical address on record. It is the responsibility of the Participant to ensure that both the e-mail and physical address on record are up-to-date and accurate at all times to ensure delivery of Award-related communications.
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Exhibit A
Carrier Global Corporation 2020 Long-Term Incentive Plan
2025 Restrictive Covenant Addendum to Schedule of Terms
The Participant agrees that except where and to solely the extent prohibited by local law, in consideration for the opportunity to earn the Award set forth in this Schedule of Terms and the accompanying Award Agreement and regardless of whether benefits under the Schedule of Terms are actually realized by the Participant, the Participant shall comply with the following terms and conditions, including the Restrictive Covenants set forth below.
1.Acknowledgement
The Participant acknowledges that during his/her employment, the Participant will be provided with, will otherwise obtain, develop and/or use Trade Secrets or Confidential Information belonging to Carrier Global Corporation or its successor, Affiliates, and subsidiaries (the “Corporation”) or the Corporation’s partners or licensors. The Participant recognizes and agrees that the Corporation has a legitimate business interest in maintaining the confidentiality of its Trade Secrets or Confidential Information and a legitimate business interest and need in preserving and protecting itself from improper or unfair competition through the protection of Trade Secrets and Confidential Information.
The Participant also recognizes the highly competitive nature of the Corporation’s business and the investment the Corporation has made to develop and protect its Trade Secrets or Confidential Information and understands that if Trade Secrets or Confidential Information were to be disclosed in any manner that jeopardizes their value, including to a competitor or used for an improper purpose, the Corporation would be irreparably harmed.
Finally, the Participant acknowledges that his/her agreement to comply with the terms of this Exhibit may limit the Participant’s ability to work in a business similar to the business of the Corporation to the extent Participant’s work in such similar business would cause Participant to violate these terms; provided, however that the Participant agrees that, in light of the Participant’s education, skills, abilities and financial resources, the Participant shall not assert, and it shall not be relevant nor admissible as evidence in any dispute arising in respect of the Exhibit, any such limitations caused by the Restrictive Covenants.
2.Restrictive Covenants
The Participant acknowledges and agrees that he/she shall be bound by and shall abide by the following restrictive covenants which are necessary to protect the Corporation’s legitimate business interests:
a.Confidentiality
(i)Participant agrees that during and after his/her employment with the Corporation, Participant shall hold in the strictest confidence, and shall take all reasonable precautions to prevent any unauthorized use or disclosure of Corporation Confidential Information.
(ii)Without limiting Section 2(a)(i) above, Participant shall not (A) use the Corporation Confidential Information for any purpose other than for the benefit
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of the Corporation in the course of his/her employment and authorized activities, or as otherwise directed in writing by the Corporation, or (B) disclose the Corporation Confidential Information to any third party without prior written authorization from the Corporation.
(iii)If any disclosure restricted under this Section 2(a) is compelled by applicable law, prior to any such disclosure Participant shall (A) provide prompt prior written notice (if allowed by law) to the Corporation’s General Counsel, and (B) take reasonable steps to prevent disclosure of such Corporation Confidential Information until the Corporation has been informed of such required disclosure and has had a reasonable opportunity to take protective measures such as seeking a protective order. Further, nothing in this Exhibit in any way prohibits or is intended to restrict or impede any right the Participant may have under Section 7 of the National Labor Relations Act, including the exercise of protected rights to the extent that such rights cannot be waived by agreement.
(iv)Participant acknowledges and agrees that he/she obtains no title, right, or license in or to any Corporation Confidential Information, and that as between the Corporation and Participant, the Corporation retains all Corporation Confidential Information as its sole property.
(v)Participant acknowledges and agrees that his/her obligations under this Section 2(a) shall continue after termination of his/her employment, including with respect to Trade Secrets and Confidential Information for so long as such Trade Secrets and Confidential Information remain trade secrets or confidential under applicable law.
(vi)Notwithstanding any other provisions of this Section 2(a), pursuant to 18 USC Section 1833(b), the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Trade Secrets or Confidential Information that is made: (A) confidentially to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by the Corporation for reporting a suspected violation of law, the Participant may disclose such Trade Secrets or Confidential Information to the Participant’s attorney and use the trade secret or confidential information in related court proceedings; provided that, the Participant files any document containing the trade secret or confidential information under seal and does not disclose the trade secret or confidential information, except pursuant to court order.
(vii)The provisions of this Exhibit are not intended to and shall be interpreted in a manner that does not, limit or restrict the Participant from (A) exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934) or (B) discussing the terms, wages, and working conditions of Participant’s employment, as protected by applicable law.
b.Non-Competition
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To further ensure the protection of the Corporation’s Trade Secrets or Confidential Information, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, that the Participant will not directly or indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), accept employment with or provide services in any form to (including serving as a director or entering into a consulting relationship or similar arrangement) any person or entity engaged in any business venture that is deemed to be a Competitive Business. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business in any capacity, (ii) providing services to a Competitive Business of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business in any capacity where the Corporation’s Trade Secrets or Confidential Information could, or would necessarily, be used to obtain an unfair advantage over the Corporation. Notwithstanding the foregoing, it shall not be considered a breach of this Section 2(b) for the Participant to be a passive owner of not more than 5% of the outstanding stock or other securities or interests of a public company that is a Competitive Business, so long as the Participant has no direct or indirect active participation in the business or management of such corporation or entity.
c.Non-Solicitation – Employees
In consideration of the significant time and resources the Corporation has invested and will continue to invest to recruit and retain its employees, as well as the valuable information that the Participant has obtained about Corporation employees, including their respective talents and areas of expertise, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, the Participant will not, directly or indirectly, on his/her own behalf or on behalf of another: (i) solicit, recruit, aid or induce any employee of the Corporation to leave their employment with the Corporation in order to accept employment with or render services to another person or entity unaffiliated with the Corporation, or (ii) hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee.
d.Non-Solicitation – Customers, Suppliers, Licensees, Business Partners and Vendors
In consideration of the significant time and resources the Corporation has invested and will continue to invest to develop relationships and foster goodwill with its Customers as well as the valuable information the Participant has learned about the Corporation’s Customers during his/her employment, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period that he or she will not directly or indirectly, for the Participant’s own account or for others, (A) solicit or assist others in soliciting or attempt to solicit (or assist others in attempting to solicit) (i) any existing Customers with whom the Participant had contact, or of whom the Participant became aware while employed by the Corporation during the two (2) year period prior to the Participant’s Termination of Employment, or (ii) any prospective Customers of the Corporation with whom the Participant had contact and with whom the Corporation took significant steps to do business during the two (2) year period prior to the Participant’s Termination of Employment, for the purpose of inducing such existing or prospective Customers to cease doing business or reduce
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their business with the Corporation or to purchase, lease or utilize products or services that are competitive with, similar to, or that may be used as substitutes for any products or services offered by the Corporation, or (B) otherwise interfere with the relationship of the Corporation with any of its Customers.
e.Non-Disparagement
The Participant agrees not to disparage or defame, through any public medium (including social media) the business reputation, technology, products, practices or conduct of the Corporation or any member of the board of directors or any executive officer of the Corporation in their capacity as such. Nothing in this Exhibit or elsewhere shall prevent the Participant from making statements in confidence to an immediate family member or to an attorney for the purpose of seeking legal advice, or from making truthful statements when required by law, subpoena or the like, or in arbitration or other proceeding permitted under this Exhibit and/or the Plan, as applicable.
The Participant acknowledges and agrees that the Participant has had the opportunity to seek the advice of counsel in connection with this Exhibit and that the Restrictive Covenants contained herein are reasonable in geographic scope, temporal duration, and in all other respects. The Participant further acknowledges and agrees that the opportunity to earn the Award(s) is reasonable consideration for accepting such restrictions. The provisions of Sections 2(b), 2(c), and 2(d) shall not apply to Participant if Participant lives or works in California prior to the date of Participant’s termination of employment.
3.Defined Terms
Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the Plan or the Schedule of Terms for the Award(s), as applicable.
Competitive Business: shall mean any person, firm, corporation, or other entity that is
(i) located in a region with respect to which the Participant had substantial responsibilities during the final two (2) years of the Participant’s employment by the Corporation and is (ii) competitive, with (A) the business unit(s) of the Corporation the Participant was employed with during the final two (2) years of the Participant’s employment (including any prospective business to be developed or acquired that was proposed at the date of termination and of which the Participant was aware), or (B) any other business of the Corporation with respect to which the Participant had substantial exposure during the final two (2) years of such employment. The determination of status of a person or entity as a Competitive Business will be made by the Chief Human Resources Officer of the Corporation (or his/her delegate) in his/her sole discretion.
Customer: shall mean the Corporation’s customers, suppliers, licensees, business partners, and/or vendors.
Restrictive Period: shall mean the one (1) year period following the Participant’s termination of employment with the Corporation for any reason. Notwithstanding the foregoing, with respect to the Corporation’s Chief Executive Officer, and the executives serving as segment and functional leaders who directly report to the
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Corporation’s Chief Executive Officer, the Restrictive Period shall mean the two (2) year period following the Participant’s termination of employment with the Corporation for any reason.
Confidential Information: shall mean any information that the Corporation has developed, or will develop, acquire, license, create, compile, discover or own, that (i) is proprietary or otherwise has value in or to the Corporation’s current or future business activities, (ii) is not generally known to the public, and (iii) the unauthorized disclosure or use of which could be detrimental to the interests of the Corporation, whether or not such information is identified or marked as “Confidential,” “Proprietary,” or the like. Confidential information shall not be considered generally known to the public if it is disclosed or revealed without authorization, including being disclosed improperly to the public by the Participant or others without the Corporation’s express written consent and/or in violation of an obligation of confidentiality to the Corporation. Corporation Confidential Information includes both information disclosed by or for the Corporation to Participant, and information or materials developed or learned by Participant during the course of Participant’s employment with the Corporation. By way of example, and without limitation, Corporation Confidential Information includes the Corporation’s technical data, Trade Secrets, or know-how, including, but not limited to, customer and supplier contacts, confidential information about customers, pricing, margins, business plans, marketing plans, financial data, business and customer strategies, methods or techniques of manufacturing or producing the products manufactured or produced by the Corporation, formulations, technical know- how, formulae, research, development and production information, processes, designs, software, solutions, patent applications and plans or proposals related to the foregoing. Notwithstanding the foregoing, Corporation Confidential Information shall not include any such information which Participant can establish via documentation: (i) was publicly known or made generally available to the public prior to the time of disclosure by or for the Company to Participant; (ii) becomes publicly known or made generally available after disclosure by or for the Corporation to Participant through no wrongful action or omission by Participant or any third party; or (iii) is in Participant’s rightful possession, without confidentiality obligations, prior to the time of disclosure by or for the Corporation to Participant, as shown by Participant’s then-contemporaneous written records. .
Trade Secrets: shall mean any Confidential Information that is not readily ascertainable by others, provides the Corporation a competitive advantage, and which the Corporation takes reasonable measures to keep secret.
4.Miscellaneous
a.Governing Law
This Exhibit will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal laws of the State of Delaware will control the interpretation and construction of this Exhibit, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
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b.Interaction
Except as set forth below, this Exhibit and the Restrictive Covenants contained herein shall be in addition to, and not in lieu of, any other restrictive covenants that are or may be applicable to the Participant, including without limitation (i) the forfeiture and clawback provisions set forth in the Plan and Schedule of Terms, (ii) the restrictive covenants described in the Carrier Global Corporation Senior Executive Severance Plan, as in effect from time to time, (iii) if applicable, the restrictive covenants in the Executive Leadership Group Agreement that the Participant entered into when he/she was appointed to United Technologies Corporation’s Executive Leadership Group (“ELG”), (iv) if applicable, the restrictive covenants in the ELG Restricted Stock Unit Retention Award Schedule of Terms that was provided to the Participant when he/she became a member of United Technologies Corporation’s Executive Leadership Group and (v) the restrictive covenants described in the Carrier Global Corporation Change in Control Severance Plan, as in effect from time to time.
Notwithstanding the foregoing, to the extent that any of the Restrictive Covenants set forth in Section 2 of this Exhibit would invalidate or conflict with restrictive covenants that are similar in nature and that: (i) were independently agreed to in an employment agreement negotiated by and between the Participant and the Corporation, and (ii) provide comparable or greater protections and remedies to the Corporation, those specific Restrictive Covenants shall be deemed inapplicable with respect to the Participant.
c.Validity; Severability; Blue Pencil
It is the desire and intent of the parties hereto that the provisions of this Exhibit shall be enforced to the fullest extent legally-permissible. As such, the parties agree that the provisions of this Exhibit and obligations of the parties are severable, and that if it is determined that any part or portion of this Exhibit is invalid or unenforceable, the remainder of the provisions of this Exhibit shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision- maker of competent jurisdiction determines that any of the covenants in this Exhibit is unenforceable because of the duration or geographic scope of such provision, then, after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and that, in its reduced form, such provision shall be enforced.
d.Remedies
The Participant acknowledges that a remedy at law for any breach or threatened breach of the provisions of this Exhibit would be inadequate and therefore agrees that in addition to any remedies that may be available to the Corporation under the Terms of the Plan or the Schedule of Terms, the Corporation shall be entitled to injunctive relief in case of any such breach or threatened breach. In the event that a court determines that the Participant has breached or threatened to breach this Exhibit, the Participant agrees to reimburse the Corporation for all attorneys’ fees and costs incurred in enforcing the terms of the Exhibit. However, nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available for any such breach or threatened breach against the Participant or the
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Participant’s then-current employer that may also include but not be limited to contract damages, lost profits and punitive damages.
e.Participant’s Future Employer
To enable the Corporation to monitor compliance with this Exhibit, the Participant agrees that upon the termination of his/her employment for any reason and for the duration of the Restrictive Period, that he/she will advise the Corporation of the name and address of his/her intended future employer. Furthermore, for the duration of the Restrictive Period, the Participant will inform each new employer, prior to accepting employment, of the existence of this Exhibit and provide that employer with a copy of it. The Corporation has the right to inform any future employer of the existence of this Exhibit and to provide any future employers with a copy of it.
f.Assignment
This Exhibit (including Section 2 hereof) shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Corporation may assign this Exhibit (including this Section 2), without the Participant’s consent to, including but not limited to, any of the entities within the Corporation or to any successor (whether by merger, purchase, bankruptcy, reorganization or otherwise) to all or substantially all of the equity, assets or businesses of the Corporation. The Participant may not assign the Exhibit (or the obligations set forth in this Section 2).
g.No Contract
Neither the Award, the applicable Schedule of Terms for the Award, this Exhibit, nor the Plan constitute a contract of employment; nor do they guarantee the Participant’s continued employment for any period required for all or any of the Participant’s Awards to vest become exercisable, be earned or be paid out.
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Exhibit 10.5
Carrier Global Corporation
2020 Long-Term Incentive Plan
Restricted Stock Unit Award
(Off-Cycle)
Schedule of Terms
(Rev. February 6, 2025)
This Schedule of Terms describes the material features of the Participant’s Restricted Stock Unit Award (the “RSU Award” or the “Award”) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (the “LTIP”), subject to this Schedule of Terms, the Award Agreement, and the terms and conditions set forth in the LTIP. The LTIP Prospectus contains further information about the LTIP and this Award and is available on the Company’s internal employee website and at www.ubs.com/onesource/CARR.
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Certain Definitions
A Restricted Stock Unit (an “RSU”) represents the right to receive one share of common stock of Carrier Global Corporation (the “Common Stock”) (or a cash payment equal to the Fair Market Value thereof). RSUs generally vest and are converted into shares of Common Stock if the Participant remains employed or otherwise engaged by the Company or the Corporation through the applicable vesting date schedule set forth on the Award Agreement (see “Vesting” below), or upon an earlier Termination of Service under limited circumstances that result in accelerated vesting (see “Termination of Service” below). “Company” means Carrier Global Corporation, together with its subsidiaries, divisions and Affiliates (collectively, the “Corporation”). “Termination Date” means the date the Participant’s employment ends, or, if different, the date a Participant ceases providing services to the Corporation as an employee, consultant, or in any other capacity. For the avoidance of doubt, absences from employment by reason of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service shall not be recognized as service in determining the Termination Date. All references to termination of employment in this Schedule of Terms will be deemed to refer to “Termination of Service” as defined in the LTIP. “Committee” means the Compensation Committee of the Board. Capitalized terms not otherwise defined in this Schedule of Terms have the same meaning as defined in the LTIP.
Acknowledgement and Acceptance of Award
The number of RSUs awarded is set forth in the Award Agreement. The Award recipient (the “Participant”) must affirmatively acknowledge and accept the terms and conditions of the RSU Award within 150 days following the Grant Date. A failure to acknowledge and accept the RSU Award within such 150-day period will result in forfeiture of the RSU Award, effective as of the 150th day following the Grant Date.
Participants must acknowledge and accept the terms and conditions of this RSU Award electronically via the UBS One Source website at www.ubs.com/onesource/CARR. Participants based in certain countries may be required to acknowledge and accept the terms and conditions of this RSU Award by signing and returning the designated hard copy portion of the Award Agreement to the Stock Plan Administrator.
Dividends
RSUs granted under this Award will earn dividend equivalent units each time the Corporation pays a cash dividend to Common Stock shareholders of record. Dividend equivalents will be credited as additional RSUs to Awards outstanding on the dividend payment date and will vest on the same date as the underlying RSUs. The number of additional RSUs that will be credited on any dividend payment date will equal (1) the per share cash dividend amount, multiplied by (2) the number of RSUs subject to the RSU Award (including RSUs resulting from prior dividend equivalents), divided by (3) the Fair Market Value of a share of Common Stock on the dividend payment date, rounded down to the nearest whole number of RSUs.
Vesting
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RSUs will vest in accordance with the schedule set forth in the Award Agreement, subject to the Participant’s continued employment or service with the Corporation through each applicable vesting date. Unvested RSUs will be forfeited in the event of Termination of Service prior to the vesting date, except in the case of Disability, Change-in-Control Termination, or death (see “Termination of Service” below).
RSUs may also be forfeited and value realized from previously vested RSUs may be recouped by the Company under certain circumstances (see “Forfeiture of Award and Repayment of Realized Gains” below).
No Shareowner Rights
An RSU is the right to receive a share of Common Stock in the future (or a cash payment equal to the Fair Market Value), subject to continued employment or service and certain other conditions. The holder of an RSU has no voting or other rights accorded to owners of Common Stock, unless and until RSUs are converted into shares of Common Stock.
Payment / Conversion of RSUs
Vested RSUs will be converted into shares of Common Stock to be delivered to the Participant as soon as administratively practicable following the applicable vesting date, but in no event later than March 15th following the year in which such vesting date occurs (see special rules for specified employees below); provided that to the extent the RSUs constitute “nonqualified deferred compensation” subject to Section 409A as a result of the provisions under “Retirement” below, such settlement shall occur during the calendar year in which the vesting date occurs, except as otherwise set forth herein. RSUs may instead be paid in cash if the Committee so determines, including where local law restricts the distribution of Common Stock.
Furthermore, the Committee reserves the right to sell shares of Common Stock held by the Participant as a result of vesting of RSUs as soon as administratively practicable following the Participant’s Termination Date where required by local law. By way of example, for Participants subject to exchange control regulations in the People’s Republic of China, the Corporation’s broker will sell the shares of Common Stock held by the Participant within six months following the Participant’s Termination date, and the proceeds from such sale less any applicable withholdings, will be delivered to the Participant (or the Participant’s estate) as soon as administratively practicable.
Termination of Service
The treatment of RSUs upon Termination of Service depends upon the reason for termination, as detailed in the following sections. RSUs will be forfeited, except in the event of Death, Disability, or Change-in-Control Termination, as discussed below.
Absences from employment because of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service will not be recognized as service in determining the Termination Date.
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Retirement. There will be no accelerated vesting of RSUs in the event of Retirement prior to vest. All unvested RSUs will be cancelled as of the Termination Date.
Involuntary Termination for Cause. If the Participant’s termination results from an involuntary termination by the Corporation for Cause (as defined in the LTIP), unvested RSUs will be forfeited as of the Termination Date. In addition, value realized from previously vested RSUs is subject to repayment in the event of termination for Cause or certain other occurrences (see “Forfeiture of Award and Repayment of Realized Gains” below).
Voluntary or Involuntary Termination other than for Cause, death, or Disability. A Participant who voluntarily terminates employment (other than for a Change-in-Control Termination), or is involuntarily terminated by the Corporation for reasons other than Cause, death, Disability, and does not constitute a Change-in-Control Termination will forfeit all unvested RSUs.
Death or Disability. If the Participant dies while still employed by or providing services to the Corporation, or if the Participant incurs a Disability (as defined in the LTIP), all unvested RSUs will vest as of the date of the death or Disability, as applicable, and will be converted to shares of Common Stock (or cash) to be delivered to the Participant or the Participant’s estate as applicable, net of taxes (where applicable), as soon as administratively practicable; provided that with respect to any individual who is eligible for Retirement vesting at the time of Disability and therefore the RSUs constitute “nonqualified deferred compensation” subject to Section 409A of the Code, such settlement will occur within 90 days after the Disability.
Change-in-Control Termination. If the RSUs are replaced with a Replacement Award in connection with a Change-in-Control in accordance with Section 10(c) of the LTIP, and a Participant’s termination results from an involuntary termination by the Company for reasons other than for Cause, or due to the Participant’s voluntary termination for “Good Reason,” in each case, within 24 months following a Change-in-Control in accordance with Section 10(d) of the LTIP (such Termination of Service, a “CIC Termination”), then all unvested RSUs will vest as of the Termination Date and be converted into shares of Common Stock (or cash) to be delivered to the Participant as soon as administratively practicable after the Termination Date, subject to the six-month delay noted below under “Specified Employees”, if applicable.
Specified Employees. If a Participant is a “specified employee” within the meaning of Section 409A of the Code (i.e., generally the fifty highest paid employees, as determined by the Company) at the time of the Participant’s Termination of Service, and the RSUs will vest by reason of such Participant’s Termination of Service, then, to the extent necessary to avoid the application of any additional tax or penalty under IRC Section 409A and consistent with the terms of the Plan, RSUs will vest effective as of the Participant’s Termination Date, but will not be released into the Participant’s UBS account until the first day of the seventh month following the Termination Date or on the Participant’s death or Disability if earlier. Upon vest, RSUs will convert into an equal number of shares of Common Stock (or cash) to be delivered to the Participant on the first day of the seventh month following the Termination Date. The value of the RSUs will be determined as of the date the shares are released, and the Participant shall be entitled to receive any dividend equivalents that are paid on the RSUs during the period
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between the vest date and the date the shares are released to the Participant, subject to the same payment timing requirements as the underlying RSUs.
Forfeiture of Award and Repayment of Realized Gains
RSUs will be immediately forfeited and a Participant will be obligated to repay to the Company the value realized from previously vested RSUs upon the occurrence of any of the following events:
(i)Termination for Cause (as defined in the LTIP);
(ii)A determination that the Participant engaged in conduct that could have constituted the basis for a Termination for Cause, including determinations made within three years following the Termination Date;
(iii)Within twenty-four months following the Termination Date, the Participant:
(A)Solicits a Corporation employee, or individual who had been a Corporation employee within the previous three months, for an opportunity outside of the Corporation; or
(B)Publicly disparages the Corporation, its employees, directors, products, or otherwise makes a public statement that is materially detrimental to the interests of the Corporation or such individuals;
(iv)At any time during the twelve-month period following the Termination Date: the Participant becomes employed by, consults for, or otherwise renders services to any business entity or person that is: (A) a Competitive Business (as defined in Exhibit A to this Schedule of Terms); or (B) a Customer (as defined in Exhibit A to this Schedule of Terms) unless, in either case (A) or (B), the Participant has first obtained the consent of the Chief Human Resources Officer or her or his delegate. This restriction applies to Competitive Businesses and Customers of each business unit that employed the Participant within the two-year period prior to the Termination Date. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business or Customer in any capacity, (ii) providing services to a Competitive Business or Customer of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business or Customer in any capacity where the Corporation’s Trade Secrets or Confidential Information (as defined in Exhibit A to this Schedule of Terms) could, or would necessarily, be used to obtain an unfair advantage over the Corporation.
Further details concerning the forfeiture of awards and the obligation to repay gains realized from LTIP awards are set forth in Section 14(i) of the LTIP, which can be located at www.ubs.com/onesource/CARR. The provisions of subparagraphs (iii)(A) and (iv) of this Section shall not apply to Participant if Participant lives or works in California prior to the Termination Date.
In addition to the provisions set forth above, and in consideration for the Participant’s opportunity to earn the Award, the Participant agrees to be bound by the restrictive covenants
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set forth in Exhibit A to this Schedule of Terms even if the Participant ultimately forfeits the Award or otherwise fails to receive any benefits in connection with the Award.
Notwithstanding the foregoing, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, the Participant understands and acknowledges that the Award may be subject to additional clawback and/or forfeiture provisions as set forth within any separate policy maintained by the Company from time to time, including without limitation any such provisions as may be required by SEC or stock exchange listing rules or otherwise, and of which the Company may require separate acknowledgement by the Participant at any time as a condition of receiving any amount with respect to this Award.
The Participant agrees that the foregoing restrictions are reasonable and that the value of the LTIP awards is reasonable consideration for accepting such restrictions and forfeiture contingencies. However, if any portion of this section is held by competent authority to be unenforceable or contrary to applicable law, this section shall be deemed amended to limit its scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect. The Participant acknowledges that this Award shall constitute compensation in satisfaction of these covenants.
Adjustments
RSU Awards may be subject to adjustment under the terms of the Plan if the Corporation engages in a transaction affecting its capital structure, such as a merger, distribution of a special dividend, spin-off of a business unit, stock split, subdivision or consolidation of shares of Common Stock or other events affecting the value of Common Stock.
Further information concerning capital adjustments is set forth in Section 3(d) of the LTIP, which can be located at www.ubs.com/onesource/CARR.
Change-in-Control
In the event of a Change-in-Control or restructuring of the Corporation, the Committee may, in its sole discretion, take certain actions with respect to outstanding Awards to assure fair and equitable treatment of LTIP Participants. Such actions may include the acceleration of vesting, canceling an outstanding Award in exchange for its equivalent cash value (as determined by the Committee), or providing for other adjustments or modifications to outstanding Awards as the Committee may deem appropriate. In the event of a Change-In-Control where the RSUs are not replaced by a Replacement Award, the RSUs will fully vest and in accordance with Section 10(b) of the LTIP. Further details concerning Change-in-Control are set forth in Section 10 of the LTIP, which can be located www.ubs.com/onesource/CARR.
Awards Not to Affect Certain Transactions
RSU Awards do not in any way affect the right of the Corporation or its shareowners to effect: (i) any adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital or business structure; (ii) any merger or consolidation of the Corporation; (iii) any issue of bonds, debentures, shares of stock preferred to, or otherwise affecting the Common Stock of the Corporation or the rights of the holders of such Common Stock; (iv) the dissolution or
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liquidation of the Corporation; (v) any sale or transfer of all or any part of its assets or business; or (vi) any other corporate act or proceeding.
Taxes / Withholding
The Participant acknowledges that, regardless of any action taken by the Company, the Participant is responsible for all income taxes, social insurance contributions, payroll taxes, payment on account or other tax-related items attributable to any Award (“Tax-Related Items”). The Fair Market Value of Common Stock on the New York Stock Exchange on the date the taxable event occurs will be used to calculate taxable income realized from the RSUs. The provisions of Section 14(d) (Required Taxes) of the LTIP apply to this Award; provided that, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, as amended at the time that a taxable event occurs, then the Company’s withholding obligations with respect to such taxable event will be satisfied by the Company withholding shares of Common Stock subject to the RSU Award having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes (calculated using the minimum statutory withholding rate, except as otherwise approved by the Committee). The Company shall have the right to deduct directly from any payment or delivery of shares due to a Participant or from Participant’s regular compensation to effect compliance with all Tax-Related Items, including withholding and reporting with respect to the vesting of any RSU. Acceptance of an Award constitutes affirmative consent by Participant to such reporting and withholding. The Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In those countries where there is no withholding on account of such Tax-Related Items, Participants must pay the appropriate taxes as required by any country where they are subject to tax. In those instances where Company is required to calculate and remit withholding on Tax-Related Items after shares have already been delivered, the Participant shall pay the Company any amount of Tax-Related Items that the Company is required to pay. The Company may refuse to distribute an Award if a Participant fails to comply with his or her obligations in connection with Tax-Related Items.
Important information about the U.S. Federal income tax consequences of LTIP Awards can be found in the LTIP Prospectus at www.ubs.com/onesource/CARR.
Non-assignability
Unless otherwise approved by the Committee or its delegate, no assignment or transfer of any right or interest of a Participant in any RSU Award, whether voluntary or involuntary, by operation of law or otherwise, is permitted except by will or the laws of descent and distribution. Any other attempt to assign such rights or interest shall be void and without force or effect.
Nature of Payments
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All Awards made pursuant to the LTIP are in consideration of services performed for the Corporation. Any gains realized pursuant to such Awards constitute a special incentive payment to the Participant and will not be taken into account as compensation for purposes of any of the employee benefit plans of the Company. Awards are made at the discretion of the Committee. Receipt of a current Award does not guarantee receipt of a future Award.
Right of Discharge Reserved
Nothing in the LTIP or in any RSU Award shall confer upon any Participant the right to continued employment or service for any period of time, or affect any right that the Corporation may have to terminate the employment of any Participant at any time for any reason.
Administration
The Board of Directors of the Corporation has delegated the administration and interpretation of the Awards granted pursuant to the LTIP to the Compensation Committee. The Committee establishes such procedures as it deems necessary and appropriate to administer Awards in a manner that is consistent with the terms of the LTIP. The Committee has, consistent with its charter and subject to certain limitations, delegated to the Chief Executive Officer and the Chief Human Resources Officer (and to such subordinates as he or she may further delegate) the authority to grant, administer, and interpret Awards, provided that, such delegation will not apply with respect to employees of the Corporation who are covered under Section 16 of the Securities Exchange Act of 1934, as amended, and to members of the Company’s Executive Leadership Team. Awards to these individuals will be granted, administered, and interpreted exclusively by the Committee. The Committee’s decision or that of its delegate on any matter related to an Award shall be binding, final, and conclusive on all parties in interest.
Data Privacy
The Corporation maintains electronic records for the purpose of administering the LTIP and individual Awards. In the normal course of plan administration, electronic data may be transferred to different sites within the Corporation and to outside service providers. Acceptance of an Award constitutes consent by the Participant to the collection, use, processing, transmission, and holding of personal data, in electronic or other form, as required for the implementation, administration, and management of this Award and the LTIP by the Company or its third-party administrators within or outside the country in which the Participant resides or works. All such collection, use, processing, transmission, and holding of data will comply with applicable privacy protection requirements. If you do not want to have your personal data shared, you may choose to not accept this Award.
Company Compliance Policies
Participants must comply with the Company’s Code of Ethics and Corporate Policies and Procedures. Violations can result in the forfeiture of Awards and the obligation to repay previous gains realized from LTIP Awards. The Company’s Code of Ethics and Corporate Policy Manual are available online on the Company’s internal home page.
Interpretations
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This Schedule of Terms provides a summary of terms applicable to the RSU Award. This Schedule of Terms and each Award Agreement are subject in all respects to the terms of the LTIP, which can be located at www.ubs.com/onesource/CARR. In the event that any provision of this Schedule of Terms or any Award Agreement is inconsistent with the terms of the LTIP, the terms of the LTIP shall govern. Capitalized terms used but not otherwise defined herein shall have the meanings as defined in the LTIP. Any question concerning administration or interpretation arising under the Schedule of Terms or any Award Agreement will be determined by the Committee or its delegates, and such determination shall be final, binding, and conclusive upon all parties in interest. If this Schedule of Terms or any other document related to this Award is translated into a language other than English and a conflict arises between the English and translated version, the English version will control.
Governing Law
The LTIP, this Schedule of Terms, and the Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Additional Information
Questions concerning the LTIP or Awards and requests for LTIP documents can be directed to:
Stock Plan Administrator (StockPlanAdmin@carrier.com)
OR
Carrier Global Corporation
Attn: Stock Plan Administrator
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
The Corporation and / or its approved Stock Plan Administrator will send any Award-related communications to the Participant’s email address or physical address on record. It is the responsibility of the Participant to ensure that both the e-mail and physical address on record are up-to-date and accurate at all times to ensure delivery of Award-related communications.
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Exhibit A
Carrier Global Corporation 2020 Long-Term Incentive Plan
2025 Restrictive Covenant Addendum to Schedule of Terms
The Participant agrees that except where and to solely the extent prohibited by local law, in consideration for the opportunity to earn the Award set forth in this Schedule of Terms and the accompanying Award Agreement and regardless of whether benefits under the Schedule of Terms are actually realized by the Participant, the Participant shall comply with the following terms and conditions, including the Restrictive Covenants set forth below.
1.Acknowledgement
The Participant acknowledges that during his/her employment, the Participant will be provided with, will otherwise obtain, develop and/or use Trade Secrets or Confidential Information belonging to Carrier Global Corporation or its successor, Affiliates, and subsidiaries (the “Corporation”) or the Corporation’s partners or licensors. The Participant recognizes and agrees that the Corporation has a legitimate business interest in maintaining the confidentiality of its Trade Secrets or Confidential Information and a legitimate business interest and need in preserving and protecting itself from improper or unfair competition through the protection of Trade Secrets and Confidential Information.
The Participant also recognizes the highly competitive nature of the Corporation’s business and the investment the Corporation has made to develop and protect its Trade Secrets or Confidential Information and understands that if Trade Secrets or Confidential Information were to be disclosed in any manner that jeopardizes their value, including to a competitor or used for an improper purpose, the Corporation would be irreparably harmed.
Finally, the Participant acknowledges that his/her agreement to comply with the terms of this Exhibit may limit the Participant’s ability to work in a business similar to the business of the Corporation to the extent Participant’s work in such similar business would cause Participant to violate these terms; provided, however that the Participant agrees that, in light of the Participant’s education, skills, abilities and financial resources, the Participant shall not assert, and it shall not be relevant nor admissible as evidence in any dispute arising in respect of the Exhibit, any such limitations caused by the Restrictive Covenants.
2.Restrictive Covenants
The Participant acknowledges and agrees that he/she shall be bound by and shall abide by the following restrictive covenants which are necessary to protect the Corporation’s legitimate business interests:
a.Confidentiality
(i)Participant agrees that during and after his/her employment with the Corporation, Participant shall hold in the strictest confidence, and shall take all reasonable precautions to prevent any unauthorized use or disclosure of Corporation Confidential Information.
(ii)Without limiting Section 2(a)(i) above, Participant shall not (A) use the Corporation Confidential Information for any purpose other than for the benefit
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of the Corporation in the course of his/her employment and authorized activities, or as otherwise directed in writing by the Corporation, or (B) disclose the Corporation Confidential Information to any third party without prior written authorization from the Corporation.
(iii)If any disclosure restricted under this Section 2(a) is compelled by applicable law, prior to any such disclosure Participant shall (A) provide prompt prior written notice (if allowed by law) to the Corporation’s General Counsel, and (B) take reasonable steps to prevent disclosure of such Corporation Confidential Information until the Corporation has been informed of such required disclosure and has had a reasonable opportunity to take protective measures such as seeking a protective order. Further, nothing in this Exhibit in any way prohibits or is intended to restrict or impede any right the Participant may have under Section 7 of the National Labor Relations Act, including the exercise of protected rights to the extent that such rights cannot be waived by agreement.
(iv)Participant acknowledges and agrees that he/she obtains no title, right, or license in or to any Corporation Confidential Information, and that as between the Corporation and Participant, the Corporation retains all Corporation Confidential Information as its sole property.
(v)Participant acknowledges and agrees that his/her obligations under this Section 2(a) shall continue after termination of his/her employment, including with respect to Trade Secrets and Confidential Information for so long as such Trade Secrets and Confidential Information remain trade secrets or confidential under applicable law.
(vi)Notwithstanding any other provisions of this Section 2(a), pursuant to 18 USC Section 1833(b), the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Trade Secrets or Confidential Information that is made: (A) confidentially to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by the Corporation for reporting a suspected violation of law, the Participant may disclose such Trade Secrets or Confidential Information to the Participant’s attorney and use the trade secret or confidential information in related court proceedings; provided that, the Participant files any document containing the trade secret or confidential information under seal and does not disclose the trade secret or confidential information, except pursuant to court order.
(vii)The provisions of this Exhibit are not intended to and shall be interpreted in a manner that does not, limit or restrict the Participant from (A) exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934) or (B) discussing the terms, wages, and working conditions of Participant’s employment, as protected by applicable law.
b.Non-Competition
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To further ensure the protection of the Corporation’s Trade Secrets or Confidential Information, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, that the Participant will not directly or indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), accept employment with or provide services in any form to (including serving as a director or entering into a consulting relationship or similar arrangement) any person or entity engaged in any business venture that is deemed to be a Competitive Business. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business in any capacity, (ii) providing services to a Competitive Business of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business in any capacity where the Corporation’s Trade Secrets or Confidential Information could, or would necessarily, be used to obtain an unfair advantage over the Corporation. Notwithstanding the foregoing, it shall not be considered a breach of this Section 2(b) for the Participant to be a passive owner of not more than 5% of the outstanding stock or other securities or interests of a public company that is a Competitive Business, so long as the Participant has no direct or indirect active participation in the business or management of such corporation or entity.
c.Non-Solicitation – Employees
In consideration of the significant time and resources the Corporation has invested and will continue to invest to recruit and retain its employees, as well as the valuable information that the Participant has obtained about Corporation employees, including their respective talents and areas of expertise, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, the Participant will not, directly or indirectly, on his/her own behalf or on behalf of another: (i) solicit, recruit, aid or induce any employee of the Corporation to leave their employment with the Corporation in order to accept employment with or render services to another person or entity unaffiliated with the Corporation, or (ii) hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee.
d.Non-Solicitation – Customers, Suppliers, Licensees, Business Partners and Vendors
In consideration of the significant time and resources the Corporation has invested and will continue to invest to develop relationships and foster goodwill with its Customers as well as the valuable information the Participant has learned about the Corporation’s Customers during his/her employment, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period that he or she will not directly or indirectly, for the Participant’s own account or for others, (A) solicit or assist others in soliciting or attempt to solicit (or assist others in attempting to solicit) (i) any existing Customers with whom the Participant had contact, or of whom the Participant became aware while employed by the Corporation during the two (2) year period prior to the Participant’s Termination of Employment, or (ii) any prospective Customers of the Corporation with whom the Participant had contact and with whom the Corporation took significant steps to do business during the two (2) year period prior to the Participant’s Termination of Employment, for the purpose of inducing such existing or prospective Customers to cease doing business or reduce
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their business with the Corporation or to purchase, lease or utilize products or services that are competitive with, similar to, or that may be used as substitutes for any products or services offered by the Corporation, or (B) otherwise interfere with the relationship of the Corporation with any of its Customers.
e.Non-Disparagement
The Participant agrees not to disparage or defame, through any public medium (including social media) the business reputation, technology, products, practices or conduct of the Corporation or any member of the board of directors or any executive officer of the Corporation in their capacity as such. Nothing in this Exhibit or elsewhere shall prevent the Participant from making statements in confidence to an immediate family member or to an attorney for the purpose of seeking legal advice, or from making truthful statements when required by law, subpoena or the like, or in arbitration or other proceeding permitted under this Exhibit and/or the Plan, as applicable.
The Participant acknowledges and agrees that the Participant has had the opportunity to seek the advice of counsel in connection with this Exhibit and that the Restrictive Covenants contained herein are reasonable in geographic scope, temporal duration, and in all other respects. The Participant further acknowledges and agrees that the opportunity to earn the Award(s) is reasonable consideration for accepting such restrictions. The provisions of Sections 2(b), 2(c), and 2(d) shall not apply to Participant if Participant lives or works in California prior to the date of Participant’s termination of employment.
3.Defined Terms
Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the Plan or the Schedule of Terms for the Award(s), as applicable.
Competitive Business: shall mean any person, firm, corporation, or other entity that is
(i) located in a region with respect to which the Participant had substantial responsibilities during the final two (2) years of the Participant’s employment by the Corporation and is (ii) competitive, with (A) the business unit(s) of the Corporation the Participant was employed with during the final two (2) years of the Participant’s employment (including any prospective business to be developed or acquired that was proposed at the date of termination and of which the Participant was aware), or (B) any other business of the Corporation with respect to which the Participant had substantial exposure during the final two (2) years of such employment. The determination of status of a person or entity as a Competitive Business will be made by the Chief Human Resources Officer of the Corporation (or his/her delegate) in his/her sole discretion.
Customer: shall mean the Corporation’s customers, suppliers, licensees, business partners, and/or vendors.
Restrictive Period: shall mean the one (1) year period following the Participant’s termination of employment with the Corporation for any reason. Notwithstanding the foregoing, with respect to the Corporation’s Chief Executive Officer, and the executives serving as segment and functional leaders who directly report to the
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Corporation’s Chief Executive Officer, the Restrictive Period shall mean the two (2) year period following the Participant’s termination of employment with the Corporation for any reason.
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Confidential Information: shall mean any information that the Corporation has developed, or will develop, acquire, license, create, compile, discover or own, that (i) is proprietary or otherwise has value in or to the Corporation’s current or future business activities, (ii) is not generally known to the public, and (iii) the unauthorized disclosure or use of which could be detrimental to the interests of the Corporation, whether or not such information is identified or marked as “Confidential,” “Proprietary,” or the like. Confidential information shall not be considered generally known to the public if it is disclosed or revealed without authorization, including being disclosed improperly to the public by the Participant or others without the Corporation’s express written consent and/or in violation of an obligation of confidentiality to the Corporation. Corporation Confidential Information includes both information disclosed by or for the Corporation to Participant, and information or materials developed or learned by Participant during the course of Participant’s employment with the Corporation. By way of example, and without limitation, Corporation Confidential Information includes the Corporation’s technical data, Trade Secrets, or know-how, including, but not limited to, customer and supplier contacts, confidential information about customers, pricing, margins, business plans, marketing plans, financial data, business and customer strategies, methods or techniques of manufacturing or producing the products manufactured or produced by the Corporation, formulations, technical know- how, formulae, research, development and production information, processes, designs, software, solutions, patent applications and plans or proposals related to the foregoing. Notwithstanding the foregoing, Corporation Confidential Information shall not include any such information which Participant can establish via documentation: (i) was publicly known or made generally available to the public prior to the time of disclosure by or for the Company to Participant; (ii) becomes publicly known or made generally available after disclosure by or for the Corporation to Participant through no wrongful action or omission by Participant or any third party; or (iii) is in Participant’s rightful possession, without confidentiality obligations, prior to the time of disclosure by or for the Corporation to Participant, as shown by Participant’s then-contemporaneous written records. .
Trade Secrets: shall mean any Confidential Information that is not readily ascertainable by others, provides the Corporation a competitive advantage, and which the Corporation takes reasonable measures to keep secret.
4.Miscellaneous
a.Governing Law
This Exhibit will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal laws of the State of Delaware will control the interpretation and construction of this Exhibit, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
b.Interaction
Except as set forth below, this Exhibit and the Restrictive Covenants contained herein shall be in addition to, and not in lieu of, any other restrictive covenants that are or may
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be applicable to the Participant, including without limitation (i) the forfeiture and clawback provisions set forth in the Plan and Schedule of Terms, (ii) the restrictive covenants described in the Carrier Global Corporation Senior Executive Severance Plan, as in effect from time to time, (iii) if applicable, the restrictive covenants in the Executive Leadership Group Agreement that the Participant entered into when he/she was appointed to United Technologies Corporation’s Executive Leadership Group (“ELG”), (iv) if applicable, the restrictive covenants in the ELG Restricted Stock Unit Retention Award Schedule of Terms that was provided to the Participant when he/she became a member of United Technologies Corporation’s Executive Leadership Group and (v) the restrictive covenants described in the Carrier Global Corporation Change in Control Severance Plan, as in effect from time to time.
Notwithstanding the foregoing, to the extent that any of the Restrictive Covenants set forth in Section 2 of this Exhibit would invalidate or conflict with restrictive covenants that are similar in nature and that: (i) were independently agreed to in an employment agreement negotiated by and between the Participant and the Corporation, and (ii) provide comparable or greater protections and remedies to the Corporation, those specific Restrictive Covenants shall be deemed inapplicable with respect to the Participant.
c.Validity; Severability; Blue Pencil
It is the desire and intent of the parties hereto that the provisions of this Exhibit shall be enforced to the fullest extent legally-permissible. As such, the parties agree that the provisions of this Exhibit and obligations of the parties are severable, and that if it is determined that any part or portion of this Exhibit is invalid or unenforceable, the remainder of the provisions of this Exhibit shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision- maker of competent jurisdiction determines that any of the covenants in this Exhibit is unenforceable because of the duration or geographic scope of such provision, then, after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and that, in its reduced form, such provision shall be enforced.
d.Remedies
The Participant acknowledges that a remedy at law for any breach or threatened breach of the provisions of this Exhibit would be inadequate and therefore agrees that in addition to any remedies that may be available to the Corporation under the Terms of the Plan or the Schedule of Terms, the Corporation shall be entitled to injunctive relief in case of any such breach or threatened breach. In the event that a court determines that the Participant has breached or threatened to breach this Exhibit, the Participant agrees to reimburse the Corporation for all attorneys’ fees and costs incurred in enforcing the terms of the Exhibit. However, nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available for any such breach or threatened breach against the Participant or the Participant’s then-current employer that may also include but not be limited to contract damages, lost profits and punitive damages.
e.Participant’s Future Employer
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To enable the Corporation to monitor compliance with this Exhibit, the Participant agrees that upon the termination of his/her employment for any reason and for the duration of the Restrictive Period, that he/she will advise the Corporation of the name and address of his/her intended future employer. Furthermore, for the duration of the Restrictive Period, the Participant will inform each new employer, prior to accepting employment, of the existence of this Exhibit and provide that employer with a copy of it. The Corporation has the right to inform any future employer of the existence of this Exhibit and to provide any future employers with a copy of it.
f.Assignment
This Exhibit (including Section 2 hereof) shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Corporation may assign this Exhibit (including this Section 2), without the Participant’s consent to, including but not limited to, any of the entities within the Corporation or to any successor (whether by merger, purchase, bankruptcy, reorganization or otherwise) to all or substantially all of the equity, assets or businesses of the Corporation. The Participant may not assign the Exhibit (or the obligations set forth in this Section 2).
g.No Contract
Neither the Award, the applicable Schedule of Terms for the Award, this Exhibit, nor the Plan constitute a contract of employment; nor do they guarantee the Participant’s continued employment for any period required for all or any of the Participant’s Awards to vest become exercisable, be earned or be paid out.
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Exhibit 10.6
Carrier Global Corporation
2020 Long-Term Incentive Plan
Stock Appreciation Right Award
(Off-Cycle)
Schedule of Terms
(Rev. February 6, 2025)
This Schedule of Terms describes the material features of the Participant’s Stock Appreciation Right Award (the “SAR Award” or the “Award”) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (the “LTIP”), subject to this Schedule of Terms, the Award Agreement, and the terms and conditions set forth in the LTIP. The LTIP Prospectus contains further information about the LTIP and this
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Award and is available on the Company’s internal employee website and at www.ubs.com/onesource/CARR.
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Certain Definitions
A Stock Appreciation Right (a “SAR”) represents the right to receive the appreciation in one share of common stock of Carrier Global Corporation (the “Common Stock”) measured from the date of grant to the date of exercise. The appreciation, upon exercise, is generally paid to the Participant in the form of shares of Common Stock. SARs generally vest if the Participant remains employed or otherwise engaged by the Company or the Corporation through the applicable vesting date schedule set forth on the Award Agreement (see “Vesting” below), or upon an earlier Termination of Service under limited circumstances that may result in accelerated vesting (see “Termination of Service” below). “Company” means Carrier Global Corporation, together with its subsidiaries, divisions and Affiliates (collectively, the “Corporation”). “Termination Date” means the date the Participant’s employment ends, or, if different, the date a Participant ceases providing services to the Corporation as an employee, consultant, or in any other capacity. For the avoidance of doubt, absences from employment by reason of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service shall not be recognized as service in determining the Termination Date. All references to termination of employment in this Schedule of Terms will be deemed to refer to “Termination of Service” as defined in the LTIP. “Committee” means the Compensation Committee of the Board. Capitalized terms not otherwise defined in this Schedule of Terms have the same meaning as defined in the LTIP.
Acknowledgement and Acceptance of Award
The number of SARs awarded and the SAR grant price are set forth in the Award Agreement. The Award recipient (the “Participant”) must affirmatively acknowledge and accept the terms and conditions of the SAR Award within 150 days following the Grant Date. A failure to acknowledge and accept the SAR Award within such 150-day period will result in forfeiture of the SAR Award, effective as of the 150th day following the Grant Date.
Participants must acknowledge and accept the terms and conditions of this SAR Award electronically via the UBS One Source website at www.ubs.com/onesource/CARR. Participants based in certain countries may be required to acknowledge and accept the terms and conditions of this SAR Award by signing and returning the designated hard copy portion of the Award Agreement to the Stock Plan Administrator.
Exercise Price (or “Grant Price”)
The Grant Price represents the Fair Market Value of the Corporation’s Common Stock on the date of grant. “Fair Market Value” means, as of any given date, the closing price of the Common Stock on the New York Stock Exchange.
Vesting and Expiration
SARs will vest and expire (if unexercised) in accordance with the schedule set forth in the Award Agreement, subject to the Participant’s continued employment or service with the Corporation through each applicable vesting date. Unvested SARs will be forfeited in the event of
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Termination of Service prior to the vesting date, except in certain earlier terminations involving Disability, Change-in-Control Termination, or death (see “Termination of Service” below).
Vested SARs may be exercised on or after the vesting date until the earlier of the:
(i) Expiration date specified in the Award Agreement, at which time the SARs and all associated rights lapse; or
(ii) Last day permitted on or following Termination of Service as specified in “Termination of Service” below.
SARs may also be forfeited and value realized from exercised SARs may be recouped by the Company under certain circumstances (see “Forfeiture of Award and Repayment of Realized Gains” below).
No Shareowner Rights
A SAR is the right to receive the appreciation in a share of Common Stock, subject to continued employment or service and certain other conditions. The holder of a SAR has no voting, dividend, or other rights accorded to owners of Common Stock, unless and until SARs are exercised and settled in Common Stock.
Exercise and Payment
While a Participant is employed by the Corporation, the Participant may exercise vested SARs on or after the applicable vesting date until the expiration date. The value a Participant will realize upon the exercise of a SAR is the difference between the price of the Common Stock at the time of exercise and the Grant Price. The Participant will generally receive shares of Common Stock as soon as administratively practicable following exercise of SARs. The value of the exercised SARs may instead be paid in cash if the Committee so determines, including where local law restricts the distribution of Common Stock.
It is the responsibility of the Participant to track the expiration of the Award and exercise SARs in a timely manner. The Company assumes no responsibility for, and will make no adjustments with respect to, SARs that expire unexercised. Any communication from the Plan Administrator or the Company to the Participant with respect to expiration is provided as a courtesy only.
Please note that in some regions, exercise periods will be reduced where required by local law. For example, in no event will SARs be exercisable after 6 months following a Participant’s Termination Date for those Participants subject to exchange control regulations in the People’s Republic of China. The proceeds from SARs exercised by Participants in the People’s Republic of China less any applicable withholdings, will be delivered to the Participant (or the Participant’s estate) in local currency through a special exchange control account established by the Corporation as soon as administratively practicable. The Participant agrees to bear any
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currency fluctuation risk between the time the shares of Carrier common stock are sold and the time the sale proceeds are distributed through such special exchange account.
Termination of Service
The treatment of SARs upon Termination of Service depends upon the reason for termination, as detailed in the following sections. Unvested SARs will be forfeited as of the Termination Date, except in the event of death, Disability, or Change-in-Control Termination, as discussed below.
Absences from employment because of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service will not be recognized as service in determining the Termination Date.
Retirement. There will be no accelerated vesting of SARs in the event of Retirement prior to vest. All unvested SARs will be cancelled as of the Termination Date. Retirement eligibility may entitle the Participant to an exercise period for vested SARs of up to the expiration of their term. For this purpose, Retirement means either a Normal Retirement or Early Retirement as defined below:
•“Normal Retirement” means retirement on or after age 65;
• “Early Retirement” means retirement on or after:
oAge 55 with 10 or more years of continuous service as of the Termination Date; or
oFor all Participants who were actively employed by the Corporation at an M/P7 or F1/F2 level or above on December 31, 2021 (as those levels existed on December 31, 2021), Early Retirement shall also mean age 50, but before age 55, and the Participant’s age and continuous service as of the Termination Date adds up to 65 or more (“Rule of 65”).
Upon Retirement, vested SARs may be exercised as detailed in the chart below:
| Retirement Type | Company Consents to Early Retirement * | Exercise Period*** | ||||||
| Normal Retirement (age 65) | N/A | SARs may be exercised until the expiration of their term | ||||||
| Early Retirement on or after age 55 + 10 years of continuous service as of the Termination Date | Yes | SARs may be exercised until the expiration of their term | ||||||
| No | SARs may be exercised for three (3) years following the Termination Date or until the expiration of the SAR, whichever is earlier | |||||||
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Rule of 65** (Early Retirement on or after age 50, but prior to age 55 + years of continuous service = 65+ as of the Termination Date) | Yes | SARs may be exercised for five (5) years following the Termination Date or until the expiration of the SAR, whichever is earlier | ||||||
| No | SARs may be exercised for three (3) years following the Termination Date or until the expiration of the SAR, whichever is earlier | |||||||
* The Company’s consent to the Participant’s Retirement will be at the sole discretion of the Company based on its ability to effectively transition the Participant’s responsibilities as of the Termination Date and such other factors as it may deem appropriate. ** Applicable only for Participants who were actively employed by the Corporation at an M/P7 or F1/F2 level or above on December 31, 2021. ***Exercise periods for certain employees may be shorter where required by local law. For example, in no event will SARs be exercisable after 6 months following the Termination Date for Participants subject to exchange control regulations in the People’s Republic of China. | ||||||||
A Participant will not be eligible to receive Retirement treatment with respect to any Award in the event of involuntary termination by the Corporation for Cause.
For purposes of this Retirement section, continuous service shall have the meaning ascribed to it in any policy that may be issued by the Company from time to time addressing the calculation of an employee’s (including a re-employed employee’s) continuous service date. The calculation to determine Early Retirement will include partial years, rounded down to the nearest full month.
Involuntary Termination for Cause. If the Participant’s termination results from an involuntary termination by the Corporation for Cause (as defined in the LTIP), both vested and unvested SARs will be forfeited as of the Termination Date regardless of the Participant’s Retirement eligibility. In addition, value realized from previously exercised SARs is subject to repayment in the event of termination for Cause or certain other occurrences (see “Forfeiture of Award and Repayment of Realized Gains” below).
Involuntary Termination other than for Cause, death, or Disability. A Participant who is involuntarily terminated (other than for a Change-in-Control Termination) will forfeit all unvested SARs. Upon involuntary termination for reasons other than Cause, vested SARs may be exercised for one (1) year following the Termination Date or until the expiration of the SAR, whichever is earlier (except where a shorter period is required by local law). Unexercised vested SARs will expire without value at the close of the NYSE on the first anniversary of the Termination Date, or the expiration date, whichever comes first. In the event that the date falls on a weekend or market holiday, the SARs will be cancelled at the end of the last trading day prior to such date.
Voluntary Termination. A Participant who voluntarily terminates employment or service (other than for a Change-in-Control Termination) will forfeit all unvested SARs. Vested SARs may be exercised for up to ninety (90) days from the Termination Date or until the expiration of the SAR (if earlier). Unexercised SARs will expire without value at the close of the NYSE on the ninetieth (90th) day following the Termination Date, or the expiration date, whichever comes first. In the
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event that the date falls on a weekend or market holiday, the SARs will be cancelled at the end of the last trading day prior to the 90th day.
Death or Disability. If the Participant dies while still employed by or providing services to the Corporation, or if the Participant incurs a Disability (as defined in the LTIP), all unvested SARs will vest as of the date of death or Disability, as applicable, and become exercisable. The Participant, Participant’s estate or designated beneficiary, as applicable, will have three (3) years from the date of death or the Disability except as restricted by local law, or until the expiration of the SAR if earlier, to exercise all outstanding SARs, provided however, that if the expiration of the SAR occurs prior to the end of such three-year period following the death or Disability, the SAR will be deemed to be exercised by the Participant, Participant’s estate or designated beneficiary (if such a designation has been provided to the Corporation, and to the extent the Corporation determines such designation to be valid), as may be determined in the Corporation’s sole discretion, as of the SAR expiration date and (where applicable) the resulting amount held for distribution to the Participant, Participant’s estate or beneficiary, as applicable.
Different tax rules may apply when the estate or heir exercises the deceased Participant’s SARs. A personal tax or financial advisor should be consulted under this scenario.
Change-in-Control Termination. If the SARs are replaced with a Replacement Award in connection with a Change-in-Control in accordance with Section 10(c) of the LTIP, and a Participant’s termination results from an involuntary termination by the Corporation for reasons other than for Cause, death or Disability, or due to the Participant’s voluntary termination for “Good Reason,” in each case, within 24 months following a Change-in-Control in accordance with Section 10(d) of the LTIP (such Termination of Service, a “CIC Termination”), then all unvested SARs will vest and become exercisable as of the Termination Date and all vested SARs will be exercisable until the third anniversary of the Termination Date (or until the expiration of the SAR, if earlier).
Forfeiture of Award and Repayment of Realized Gains
SARs, whether or not vested, will be immediately forfeited and a Participant will be obligated to repay to the Company the value realized from the prior exercise of SARs upon the occurrence of any of the following events:
(i)Termination for Cause (as defined in the LTIP);
(ii)A determination that the Participant engaged in conduct that could have constituted the basis for a Termination for Cause, including determinations made within three years following the Termination Date;
(iii)Within twenty-four months following the Termination Date, the Participant:
(A)Solicits a Corporation employee, or individual who had been a Corporation employee within the previous three months, for an opportunity outside of the Corporation; or
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(B)Publicly disparages the Corporation, its employees, directors, products, or otherwise makes a public statement that is materially detrimental to the interests of the Corporation or such individuals;
(iv)At any time during the twelve-month period following the Termination Date: the Participant becomes employed by, consults for, or otherwise renders services to any business entity or person that is: (A) a Competitive Business (as defined in Exhibit A to this Schedule of Terms); or (B) a Customer (as defined in Exhibit A to this Schedule of Terms) unless, in either case (A) or (B), the Participant has first obtained the consent of the Chief Human Resources Officer or her or his delegate. This restriction applies to Competitive Businesses and Customers of each business unit that employed the Participant within the two-year period prior to the Termination Date. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business or Customer in any capacity, (ii) providing services to a Competitive Business or Customer of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business or Customer in any capacity where the Corporation’s Trade Secrets or Confidential Information (as defined in Exhibit A to this Schedule of Terms) could, or would necessarily, be used to obtain an unfair advantage over the Corporation.
Further details concerning the forfeiture of Awards and the obligation to repay gains realized from LTIP Awards are set forth in Section 14(i) of the LTIP, which can be located at www.ubs.com/onesource/CARR. The provisions of subparagraphs (iii)(A) and (iv) of this Section shall not apply to Participant if Participant lives or works in California prior to the Termination Date.n addition to the provisions set forth above, and in consideration for the Participant’s opportunity to earn the Award, the Participant agrees to be bound by the restrictive covenants set forth in Exhibit A to this Schedule of Terms even if the Participant ultimately forfeits the Award or otherwise fails to receive any benefits in connection with the Award.
Notwithstanding the foregoing, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, the Participant understands and acknowledges that the Award may be subject to additional clawback and/or forfeiture provisions as set forth within any separate policy maintained by the Company from time to time, including without limitation any such provisions as may be required by SEC or stock exchange listing rules or otherwise, and of which the Company may require separate acknowledgement by the Participant at any time as a condition of receiving any amount with respect to this Award.
The Participant agrees that the foregoing restrictions are reasonable and that the value of the LTIP awards is reasonable consideration for accepting such restrictions and forfeiture contingencies. However, if any portion of this section is held by competent authority to be unenforceable or contrary to applicable law, this section shall be deemed amended to limit its scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect. The Participant acknowledges that this Award shall constitute compensation in satisfaction of these covenants.
Adjustments
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SAR Awards may be subject to adjustment under the terms of the Plan if the Corporation engages in a transaction affecting its capital structure, such as a merger, distribution of a special dividend, spin-off of a business unit, stock split, subdivision or consolidation of shares of Common Stock or other events affecting the value of Common Stock.
Further information concerning capital adjustments is set forth in Section 3(d) of the LTIP, which can be located at www.ubs.com/onesource/CARR.
Change-in-Control
In the event of a Change-in-Control or restructuring of the Corporation, the Committee may, in its sole discretion, take certain actions with respect to outstanding Awards to assure fair and equitable treatment of LTIP Participants. Such actions may include the acceleration of vesting, canceling an outstanding Award in exchange for its equivalent cash value (as determined by the Committee), or providing for other adjustments or modifications to outstanding Awards as the Committee may deem appropriate. In the event of a Change-In-Control where the SARs are not replaced by a Replacement Award, the SARs will fully vest and become exercisable in accordance with Section 10(b) of the LTIP. Further details concerning Change-in-Control are set forth in Section 10 of the LTIP, which can be located at www.ubs.com/onesource/CARR.
Awards Not to Affect Certain Transactions
SAR Awards do not in any way affect the right of the Corporation or its shareowners to effect: (i) any adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital or business structure; (ii) any merger or consolidation of the Corporation; (iii) any issue of bonds, debentures, shares of stock preferred to, or otherwise affecting the Common Stock of the Corporation or the rights of the holders of such Common Stock; (iv) the dissolution or liquidation of the Corporation; (v) any sale or transfer of all or any part of its assets or business; or (vi) any other corporate act or proceeding.
Taxes / Withholding
The Participant acknowledges that, regardless of any action taken by the Company, the Participant is responsible for all income taxes, social insurance contributions, payroll taxes, payment on account or other tax-related items attributable to any Award (“Tax-Related Items”). The provisions of Section 14(d) (Required Taxes) of the LTIP apply to this Award; provided that, if the Participant is an individual covered under Section 16 of the Securities Exchange Act of 1934, as amended, at the time that a taxable event occurs, then the Company’s withholding obligations with respect to such taxable event will be satisfied by the Company withholding shares of Common Stock on the date of exercise equal to the amount required to be withheld for tax purposes (calculated using the minimum statutory withholding rate as applied to the value of the SAR Award at the time of exercise, except as otherwise approved by the Committee). The Company shall have the right to deduct directly from any payment or delivery of shares due to a Participant or from a Participant’s regular compensation to effect compliance with all Tax-Related Items, including withholding and reporting with respect to the exercise of any SAR. Acceptance of an Award constitutes affirmative consent by a Participant to such reporting and withholding. The Participant acknowledges that the ultimate liability for all Tax-Related Items is
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and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In those countries where there is no withholding on account of such Tax-Related Items, Participants must pay the appropriate taxes as required by any country where they are subject to tax. In those instances where Company is required to calculate and remit withholding on Tax-Related Items after shares have already been delivered, the Participant shall pay the Company any amount of Tax-Related Items that the Company is required to pay. The Company may refuse to distribute an Award if a Participant fails to comply with his or her obligations in connection with Tax-Related Items.
Important information about the U.S. Federal income tax consequences of LTIP Awards can be found in the LTIP Prospectus at www.ubs.com/onesource/CARR.
Non-assignability
Unless otherwise approved by the Committee or its delegate, no assignment or transfer of any right or interest of a Participant in any SAR Award, whether voluntary or involuntary, by operation of law or otherwise, is permitted except by will or the laws of descent and distribution. Any other attempt to assign such rights or interest shall be void and without force or effect.
Nature of Payments
All Awards made pursuant to the LTIP are in consideration of services performed for the Company. Any gains realized pursuant to such Awards constitute a special incentive payment to the Participant and will not be taken into account as compensation for purposes of any of the employee benefit plans of the Company. Awards are made at the discretion of the Committee. Receipt of a current Award does not guarantee receipt of a future Award.
Right of Discharge Reserved
Nothing in the LTIP or in any SAR Award shall confer upon any Participant the right to continued employment or service for any period of time, or affect any right that the Corporation may have to terminate the employment of any Participant at any time for any reason.
Administration
The Board of Directors of the Corporation has delegated the administration and interpretation of the Awards granted pursuant to the LTIP to the Compensation Committee. The Committee establishes such procedures as it deems necessary and appropriate to administer Awards in a manner that is consistent with the terms of the LTIP. The Committee has, consistent with its charter and subject to certain limitations, delegated to the Chief Executive Officer and the Chief Human Resources Officer (and to such subordinates as he or she may further delegate) the authority to grant, administer, and interpret Awards, provided that, such delegation will not apply with respect to employees of the Corporation who are covered under Section 16 of the Securities Exchange Act of 1934, as amended, and to members of the Company’s Executive
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Leadership Team. Awards to these individuals will be granted, administered, and interpreted exclusively by the Committee. The Committee’s decision or that of its delegate on any matter related to an Award shall be binding, final, and conclusive on all parties in interest.
Data Privacy
The Corporation maintains electronic records for the purpose of administering the LTIP and individual Awards. In the normal course of plan administration, electronic data may be transferred to different sites within the Corporation and to outside service providers. Acceptance of an Award constitutes consent by the Participant to the collection, use, processing, transmission, and holding of personal data, in electronic or other form, as required for the implementation, administration, and management of this Award and the LTIP by the Company or its third-party administrators within or outside the country in which the Participant resides or works. All such collection, use, processing, transmission, and holding of data will comply with applicable privacy protection requirements. If you do not want to have your personal data shared, you may choose to not accept this Award.
Company Compliance Policies
Participants must comply with the Company’s Code of Ethics and Corporate Policies and Procedures. Violations can result in the forfeiture of Awards and the obligation to repay previous gains realized from LTIP Awards. The Company’s Code of Ethics and Corporate Policy Manual are available online on the Company’s internal home page.
Interpretations
This Schedule of Terms provides a summary of terms applicable to the SAR Award. This Schedule of Terms and each Award Agreement are subject in all respects to the terms of the LTIP, which can be located at www.ubs.com/onesource/CARR. In the event that any provision of this Schedule of Terms or any Award Agreement is inconsistent with the terms of the LTIP, the terms of the LTIP shall govern. Capitalized terms used but not otherwise defined herein shall have the meanings as defined in the LTIP. Any question concerning administration or interpretation arising under the Schedule of Terms or any Award Agreement will be determined by the Committee or its delegates, and such determination shall be final, binding, and conclusive upon all parties in interest. If this Schedule of Terms or any other document related to this Award is translated into a language other than English and a conflict arises between the English and translated version, the English version will control.
Governing Law
The LTIP, this Schedule of Terms, and the Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Additional Information
Questions concerning the LTIP or Awards and requests for LTIP documents can be directed to:
Stock Plan Administrator
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StockPlanAdmin@carrier.com
OR
Carrier Global Corporation
Attn: Stock Plan Administrator
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
The Corporation and / or its approved Stock Plan Administrator will send any Award-related communications to the Participant’s email address or physical address on record. It is the responsibility of the Participant to ensure that both the e-mail and physical address on record are up-to-date and accurate at all times to ensure delivery of Award-related communications.
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Exhibit A
Carrier Global Corporation 2020 Long-Term Incentive Plan
2025 Restrictive Covenant Addendum to Schedule of Terms
The Participant agrees that except where and to solely the extent prohibited by local law, in consideration for the opportunity to earn the Award set forth in this Schedule of Terms and the accompanying Award Agreement and regardless of whether benefits under the Schedule of Terms are actually realized by the Participant, the Participant shall comply with the following terms and conditions, including the Restrictive Covenants set forth below.
1.Acknowledgement
The Participant acknowledges that during his/her employment, the Participant will be provided with, will otherwise obtain, develop and/or use Trade Secrets or Confidential Information belonging to Carrier Global Corporation or its successor, Affiliates, and subsidiaries (the “Corporation”) or the Corporation’s partners or licensors. The Participant recognizes and agrees that the Corporation has a legitimate business interest in maintaining the confidentiality of its Trade Secrets or Confidential Information and a legitimate business interest and need in preserving and protecting itself from improper or unfair competition through the protection of Trade Secrets and Confidential Information.
The Participant also recognizes the highly competitive nature of the Corporation’s business and the investment the Corporation has made to develop and protect its Trade Secrets or Confidential Information and understands that if Trade Secrets or Confidential Information were to be disclosed in any manner that jeopardizes their value, including to a competitor or used for an improper purpose, the Corporation would be irreparably harmed.
Finally, the Participant acknowledges that his/her agreement to comply with the terms of this Exhibit may limit the Participant’s ability to work in a business similar to the business of the Corporation to the extent Participant’s work in such similar business would cause Participant to violate these terms; provided, however that the Participant agrees that, in light of the Participant’s education, skills, abilities and financial resources, the Participant shall not assert, and it shall not be relevant nor admissible as evidence in any dispute arising in respect of the Exhibit, any such limitations caused by the Restrictive Covenants.
2.Restrictive Covenants
The Participant acknowledges and agrees that he/she shall be bound by and shall abide by the following restrictive covenants which are necessary to protect the Corporation’s legitimate business interests:
a.Confidentiality
(i)Participant agrees that during and after his/her employment with the Corporation, Participant shall hold in the strictest confidence, and shall take all reasonable precautions to prevent any unauthorized use or disclosure of Corporation Confidential Information.
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(ii)Without limiting Section 2(a)(i) above, Participant shall not (A) use the Corporation Confidential Information for any purpose other than for the benefit of the Corporation in the course of his/her employment and authorized activities, or as otherwise directed in writing by the Corporation, or (B) disclose the Corporation Confidential Information to any third party without prior written authorization from the Corporation.
(iii)If any disclosure restricted under this Section 2(a) is compelled by applicable law, prior to any such disclosure Participant shall (A) provide prompt prior written notice (if allowed by law) to the Corporation’s General Counsel, and (B) take reasonable steps to prevent disclosure of such Corporation Confidential Information until the Corporation has been informed of such required disclosure and has had a reasonable opportunity to take protective measures such as seeking a protective order. Further, nothing in this Exhibit in any way prohibits or is intended to restrict or impede any right the Participant may have under Section 7 of the National Labor Relations Act, including the exercise of protected rights to the extent that such rights cannot be waived by agreement.
(iv)Participant acknowledges and agrees that he/she obtains no title, right, or license in or to any Corporation Confidential Information, and that as between the Corporation and Participant, the Corporation retains all Corporation Confidential Information as its sole property.
(v)Participant acknowledges and agrees that his/her obligations under this Section 2(a) shall continue after termination of his/her employment, including with respect to Trade Secrets and Confidential Information for so long as such Trade Secrets and Confidential Information remain trade secrets or confidential under applicable law.
(vi)Notwithstanding any other provisions of this Section 2(a), pursuant to 18 USC Section 1833(b), the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Trade Secrets or Confidential Information that is made: (A) confidentially to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by the Corporation for reporting a suspected violation of law, the Participant may disclose such Trade Secrets or Confidential Information to the Participant’s attorney and use the trade secret or confidential information in related court proceedings; provided that, the Participant files any document containing the trade secret or confidential information under seal and does not disclose the trade secret or confidential information, except pursuant to court order.
(vii)The provisions of this Exhibit are not intended to and shall be interpreted in a manner that does not, limit or restrict the Participant from (A) exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the
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Securities Exchange Act of 1934) or (B) discussing the terms, wages, and working conditions of Participant’s employment, as protected by applicable law.
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b.Non-Competition
To further ensure the protection of the Corporation’s Trade Secrets or Confidential Information, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, that the Participant will not directly or indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), accept employment with or provide services in any form to (including serving as a director or entering into a consulting relationship or similar arrangement) any person or entity engaged in any business venture that is deemed to be a Competitive Business. The restrictions in this subparagraph apply to Participant’s (i) providing services to a Competitive Business in any capacity, (ii) providing services to a Competitive Business of a similar nature to those provided by Participant to the Corporation, and (iii) providing services to a Competitive Business in any capacity where the Corporation’s Trade Secrets or Confidential Information could, or would necessarily, be used to obtain an unfair advantage over the Corporation. Notwithstanding the foregoing, it shall not be considered a breach of this Section 2(b) for the Participant to be a passive owner of not more than 5% of the outstanding stock or other securities or interests of a public company that is a Competitive Business, so long as the Participant has no direct or indirect active participation in the business or management of such corporation or entity.
c.Non-Solicitation – Employees
In consideration of the significant time and resources the Corporation has invested and will continue to invest to recruit and retain its employees, as well as the valuable information that the Participant has obtained about Corporation employees, including their respective talents and areas of expertise, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period, the Participant will not, directly or indirectly, on his/her own behalf or on behalf of another: (i) solicit, recruit, aid or induce any employee of the Corporation to leave their employment with the Corporation in order to accept employment with or render services to another person or entity unaffiliated with the Corporation, or (ii) hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee.
d.Non-Solicitation – Customers, Suppliers, Licensees, Business Partners and Vendors
In consideration of the significant time and resources the Corporation has invested and will continue to invest to develop relationships and foster goodwill with its Customers as well as the valuable information the Participant has learned about the Corporation’s Customers during his/her employment, the Participant agrees that during the Participant’s employment by the Corporation and during the Restrictive Period that he or she will not directly or indirectly, for the Participant’s own account or for others, (A) solicit or assist others in soliciting or attempt to solicit (or assist others in attempting to solicit) (i) any existing Customers with whom the Participant had contact, or of whom the Participant became aware while employed by the Corporation during the two (2) year period prior to the Participant’s Termination of Employment, or (ii) any prospective Customers of the Corporation with whom the Participant had contact and with whom the Corporation took significant steps to do business during the two (2)
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year period prior to the Participant’s Termination of Employment, for the purpose of inducing such existing or prospective Customers to cease doing business or reduce their business with the Corporation or to purchase, lease or utilize products or services that are competitive with, similar to, or that may be used as substitutes for any products or services offered by the Corporation, or (B) otherwise interfere with the relationship of the Corporation with any of its Customers.
e.Non-Disparagement
The Participant agrees not to disparage or defame, through any public medium (including social media) the business reputation, technology, products, practices or conduct of the Corporation or any member of the board of directors or any executive officer of the Corporation in their capacity as such. Nothing in this Exhibit or elsewhere shall prevent the Participant from making statements in confidence to an immediate family member or to an attorney for the purpose of seeking legal advice, or from making truthful statements when required by law, subpoena or the like, or in arbitration or other proceeding permitted under this Exhibit and/or the Plan, as applicable.
The Participant acknowledges and agrees that the Participant has had the opportunity to seek the advice of counsel in connection with this Exhibit and that the Restrictive Covenants contained herein are reasonable in geographic scope, temporal duration, and in all other respects. The Participant further acknowledges and agrees that the opportunity to earn the Award(s) is reasonable consideration for accepting such restrictions. The provisions of Sections 2(b), 2(c), and 2(d) shall not apply to Participant if Participant lives or works in California prior to the date of Participant’s termination of employment.
3.Defined Terms
Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the Plan or the Schedule of Terms for the Award(s), as applicable.
Competitive Business: shall mean any person, firm, corporation, or other entity that is
(i) located in a region with respect to which the Participant had substantial responsibilities during the final two (2) years of the Participant’s employment by the Corporation and is (ii) competitive, with (A) the business unit(s) of the Corporation the Participant was employed with during the final two (2) years of the Participant’s employment (including any prospective business to be developed or acquired that was proposed at the date of termination and of which the Participant was aware), or (B) any other business of the Corporation with respect to which the Participant had substantial exposure during the final two (2) years of such employment. The determination of status of a person or entity as a Competitive Business will be made by the Chief Human Resources Officer of the Corporation (or his/her delegate) in his/her sole discretion.
Customer: shall mean the Corporation’s customers, suppliers, licensees, business partners, and/or vendors.
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Restrictive Period: shall mean the one (1) year period following the Participant’s termination of employment with the Corporation for any reason. Notwithstanding the foregoing, with respect to the Corporation’s Chief Executive Officer, and the executives serving as segment and functional leaders who directly report to the Corporation’s Chief Executive Officer, the Restrictive Period shall mean the two (2) year period following the Participant’s termination of employment with the Corporation for any reason.
Confidential Information: shall mean any information that the Corporation has developed, or will develop, acquire, license, create, compile, discover or own, that (i) is proprietary or otherwise has value in or to the Corporation’s current or future business activities, (ii) is not generally known to the public, and (iii) the unauthorized disclosure or use of which could be detrimental to the interests of the Corporation, whether or not such information is identified or marked as “Confidential,” “Proprietary,” or the like. Confidential information shall not be considered generally known to the public if it is disclosed or revealed without authorization, including being disclosed improperly to the public by the Participant or others without the Corporation’s express written consent and/or in violation of an obligation of confidentiality to the Corporation. Corporation Confidential Information includes both information disclosed by or for the Corporation to Participant, and information or materials developed or learned by Participant during the course of Participant’s employment with the Corporation. By way of example, and without limitation, Corporation Confidential Information includes the Corporation’s technical data, Trade Secrets, or know-how, including, but not limited to, customer and supplier contacts, confidential information about customers, pricing, margins, business plans, marketing plans, financial data, business and customer strategies, methods or techniques of manufacturing or producing the products manufactured or produced by the Corporation, formulations, technical know- how, formulae, research, development and production information, processes, designs, software, solutions, patent applications and plans or proposals related to the foregoing. Notwithstanding the foregoing, Corporation Confidential Information shall not include any such information which Participant can establish via documentation: (i) was publicly known or made generally available to the public prior to the time of disclosure by or for the Company to Participant; (ii) becomes publicly known or made generally available after disclosure by or for the Corporation to Participant through no wrongful action or omission by Participant or any third party; or (iii) is in Participant’s rightful possession, without confidentiality obligations, prior to the time of disclosure by or for the Corporation to Participant, as shown by Participant’s then-contemporaneous written records. .
Trade Secrets: shall mean any Confidential Information that is not readily ascertainable by others, provides the Corporation a competitive advantage, and which the Corporation takes reasonable measures to keep secret.
4.Miscellaneous
a.Governing Law
This Exhibit will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance
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of the foregoing, the internal laws of the State of Delaware will control the interpretation and construction of this Exhibit, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
b.Interaction
Except as set forth below, this Exhibit and the Restrictive Covenants contained herein shall be in addition to, and not in lieu of, any other restrictive covenants that are or may be applicable to the Participant, including without limitation (i) the forfeiture and clawback provisions set forth in the Plan and Schedule of Terms, (ii) the restrictive covenants described in the Carrier Global Corporation Senior Executive Severance Plan, as in effect from time to time, (iii) if applicable, the restrictive covenants in the Executive Leadership Group Agreement that the Participant entered into when he/she was appointed to United Technologies Corporation’s Executive Leadership Group (“ELG”), (iv) if applicable, the restrictive covenants in the ELG Restricted Stock Unit Retention Award Schedule of Terms that was provided to the Participant when he/she became a member of United Technologies Corporation’s Executive Leadership Group and (v) the restrictive covenants described in the Carrier Global Corporation Change in Control Severance Plan, as in effect from time to time.
Notwithstanding the foregoing, to the extent that any of the Restrictive Covenants set forth in Section 2 of this Exhibit would invalidate or conflict with restrictive covenants that are similar in nature and that: (i) were independently agreed to in an employment agreement negotiated by and between the Participant and the Corporation, and (ii) provide comparable or greater protections and remedies to the Corporation, those specific Restrictive Covenants shall be deemed inapplicable with respect to the Participant.
c.Validity; Severability; Blue Pencil
It is the desire and intent of the parties hereto that the provisions of this Exhibit shall be enforced to the fullest extent legally-permissible. As such, the parties agree that the provisions of this Exhibit and obligations of the parties are severable, and that if it is determined that any part or portion of this Exhibit is invalid or unenforceable, the remainder of the provisions of this Exhibit shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision- maker of competent jurisdiction determines that any of the covenants in this Exhibit is unenforceable because of the duration or geographic scope of such provision, then, after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and that, in its reduced form, such provision shall be enforced.
d.Remedies
The Participant acknowledges that a remedy at law for any breach or threatened breach of the provisions of this Exhibit would be inadequate and therefore agrees that in addition to any remedies that may be available to the Corporation under the Terms of the Plan or the Schedule of Terms, the Corporation shall be entitled to injunctive relief in case of any such breach or threatened breach. In the event that a court determines that the Participant has breached or threatened to breach this Exhibit, the
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Participant agrees to reimburse the Corporation for all attorneys’ fees and costs incurred in enforcing the terms of the Exhibit. However, nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available for any such breach or threatened breach against the Participant or the Participant’s then-current employer that may also include but not be limited to contract damages, lost profits and punitive damages.
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e.Participant’s Future Employer
To enable the Corporation to monitor compliance with this Exhibit, the Participant agrees that upon the termination of his/her employment for any reason and for the duration of the Restrictive Period, that he/she will advise the Corporation of the name and address of his/her intended future employer. Furthermore, for the duration of the Restrictive Period, the Participant will inform each new employer, prior to accepting employment, of the existence of this Exhibit and provide that employer with a copy of it. The Corporation has the right to inform any future employer of the existence of this Exhibit and to provide any future employers with a copy of it.
f.Assignment
This Exhibit (including Section 2 hereof) shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Corporation may assign this Exhibit (including this Section 2), without the Participant’s consent to, including but not limited to, any of the entities within the Corporation or to any successor (whether by merger, purchase, bankruptcy, reorganization or otherwise) to all or substantially all of the equity, assets or businesses of the Corporation. The Participant may not assign the Exhibit (or the obligations set forth in this Section 2).
g.No Contract
Neither the Award, the applicable Schedule of Terms for the Award, this Exhibit, nor the Plan constitute a contract of employment; nor do they guarantee the Participant’s continued employment for any period required for all or any of the Participant’s Awards to vest become exercisable, be earned or be paid out.
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Exhibit 10.7
Form of Carrier Award Agreement – [________] Grant
LTIP Award Agreement
I hereby accept this award, and agree to be bound by the terms, conditions, and restrictions of such award as set forth in the Carrier Global Corporation 2020 Long-Term Incentive Plan (the “LTIP”) and the Schedule of Terms applicable to this award, including, but not limited to the post-employment restrictions set forth therein (confidentiality, non-competition, non-solicitation, and non-disparagement), and the associated restrictive period. I understand that these documents are available on the UBS site and acknowledge that I have had the opportunity to review these documents. I understand that hard copy documents are also available from the Company at my request. I understand the conditions upon which my award is subject to forfeiture and / or recoupment. I accept responsibility for any tax liabilities associated with this award at the time of grant, lapse, exercise and / or sale and I authorize the Company and / or its Affiliates, in its sole discretion, to withhold any amounts necessary to comply with tax withholding and filing requirements. In accepting this award, I voluntarily consent to and authorize the Company, its Affiliates, and its third-party administrators to collect, use, process, transmit and hold my personal data (including sensitive personal data), in electronic or other form, as required for the implementation, administration, and management of the LTIP and this award within or outside the country in which I reside or work. I understand that if I do not want to have my personal data shared, I may choose to not accept this award. I understand and accept that the LTIP and all Awards made, and actions taken thereunder, are governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws and, where applicable, the laws of the United States.
I have read and understand the terms and conditions of this award as documented in the LTIP and Schedule of Terms. I agree that my electronic signature constitutes my final and binding agreement to such terms and conditions.
Award highlights:
| Grant Type | Performance Share Unit (PSU) | ||||
| Award Weighting (% of total award) | [__]% | ||||
| Grant Date | [____] | ||||
| Vest Date | [____]1 | ||||
| Performance Period | [____]2 | ||||
| Performance Measure [1] | [Earnings per Share (EPS) Compound Annual Growth Rate (CAGR)] | ||||
| Performance Measure [1] Weighting | [__]% | ||||
| Performance Measure [1] Payout Range | 0% to 200% | ||||
| Performance Measure [2] | [Total Shareholder Return (TSR) relative to a subset of industrial companies in the S&P 500 index approved by the Carrier Compensation Committee] | ||||
| Performance Measure [2] Weighting | [__]% | ||||
| Performance Measure [2] Payout Range | 0% to 200%; maximum payout of 100% if TSR is negative (regardless of relative performance) | ||||
| Dividend Eligibility | PSUs do not earn dividends/dividend equivalents | ||||
| Grant Type | Stock Appreciation Right (SAR) | ||||
| Award Weighting (% of total award) | [__]% | ||||
1 Vesting date(s) to be included, such as third anniversary, fifth anniversary or annually from third to fifth anniversaries.
2 Performance period generally over three calendar years, unless otherwise determined by the Committee.
| Grant Date | [____] | ||||
| Vest Date | [____]1 | ||||
| Expiration Date | [Tenth anniversary of Grant Date] | ||||
| Grant Price | Closing stock price on Grant Date | ||||
| Grant Type | Restricted Stock Unit (RSU) | ||||
| Award Weighting (% of total award) | [__]% | ||||
| Grant Date | [____] | ||||
| Vest Date | [____]1 | ||||
| Dividend Eligibility | RSUs earn dividend equivalents, unless otherwise prohibited by the Plan | ||||
Exhibit 10.8

COMPENSATION AND BENEFITS
FOR NON-EMPLOYEE DIRECTORS
As of February 6, 2025
The following summary of compensation and benefits for non-employee members of the Board of Directors as of the date set forth above will remain in place until amended or terminated by the Board of Directors.
I.Annual Cash Retainer and Deferred Stock Unit Award:
Upon election at the annual meeting, non-employee members of the Board of Directors (“Directors”) receive annual compensation comprised of an Annual Cash Retainer and an Annual Award of Deferred Stock Units (“DSUs”). The compensation arrangements for Directors are as follows:
Total Combined Award | Annual Cash Retainer Award | Annual DSU Award | |||||||||
| Base Compensation | $325,000 | $130,000 | $195,000 | ||||||||
Directors serving in leadership roles on the Board and/or its committees receive the following awards in addition to Base Compensation:
| Total Additional Combined Award | Additional Annual Cash Retainer Award | Additional Annual DSUs | |||||||||
| Lead Director | $60,000 | $24,000 | $36,000 | ||||||||
| Audit Chair | $35,000 | $14,000 | $21,000 | ||||||||
| Audit Members | $15,000 | $6,000 | $9,000 | ||||||||
| Compensation Chair | $30,000 | $12,000 | $18,000 | ||||||||
| Governance Chair | $30,000 | $12,000 | $18,000 | ||||||||
| Technology and Innovation Chair | $30,000 | $12,000 | $18,000 | ||||||||
Directors serving in multiple leadership roles will receive the additional awards applicable to each role.
Directors elected after the Annual Meeting and on or before September 30 of a calendar year will receive 100% of the Base Compensation plus 100% of any additional awards for serving in leadership roles. Those joining after September 30 of a calendar year and prior to the next Annual Meeting will receive 50% of the Base Compensation plus 50% of any additional awards for serving in leadership roles.
A Director may elect to receive his or her entire Annual Cash Retainer Award as cash or in DSUs by making a timely election in accordance with the Board of Directors Deferred Stock Unit Plan (the “Plan”).
1
The total number of DSUs to be credited to a Director will be determined by dividing the Annual DSU Award (and, if elected by the Director, his or her cash retainer(s)) by the closing price of Carrier common stock on the applicable date. Fractional DSUs are credited to the Director’s account. All whole or partial DSUs are eligible for dividend equivalents equal to Carrier’s declared dividend and will be credited to a Director’s account as additional DSUs on the date the dividend is paid.
Upon retirement or termination from the Board, DSUs held in your account will be converted into shares of Carrier common stock and distributed to you, unless you elected 10 or 15 annual installments, in which case DSUs will be converted to shares of stock in accordance with the installment schedule. During the installment period, the value of your account will not be taxable until each installment distribution is received. In the event of your death before distribution, the full value of your account will be distributed to your estate unless a Beneficiary Designation form is on file. DSUs will be governed by the terms and conditions of the Plan.
II.Extra Meeting Fees:
In the event Directors are required to attend more than the regularly scheduled board and committee meetings in person in a given year, they will be paid $5,000 in cash for each such meeting. This amount may not be deferred.
III.Carrier Stock Ownership Guidelines:
To further encourage the alignment of Board and shareowner interests, the Plan requires that Directors own shares of Carrier common stock, DSUs or other share equivalents equal in aggregate value to at least five times the then applicable Annual Cash Retainer within five years of joining the Board.
IV.Matching Gift Program:
Each calendar year, Carrier will match, on a $1-for-$1 basis, contributions to qualifying arts, cultural, and educational institutions up to the maximum amount permitted under Carrier’s matching gift program (currently $25,000 per year).
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Exhibit 31.1
CERTIFICATION
I, David Gitlin, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Carrier Global Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 1, 2025 | /s/David Gitlin | |||||||||
| David Gitlin | |||||||||||
| Chairman and Chief Executive Officer | |||||||||||
Exhibit 31.2
CERTIFICATION
I, Patrick Goris, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Carrier Global Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 1, 2025 | /s/Patrick Goris | |||||||||
Patrick Goris | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
Exhibit 31.3
CERTIFICATION
I, Kyle Crockett, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Carrier Global Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 1, 2025 | /s/Kyle Crockett | |||||||||
Kyle Crockett | |||||||||||
| Vice President, Controller and Chief Accounting Officer | |||||||||||
Exhibit 32
Section 1350 Certifications
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Carrier Global Corporation, a Delaware corporation (the “Corporation”), does hereby certify that:
The Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Form 10-Q”) of the Corporation fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
| Date: | May 1, 2025 | /s/David Gitlin | ||||||
| David Gitlin | ||||||||
| Chairman and Chief Executive Officer | ||||||||
| Date: | May 1, 2025 | /s/Patrick Goris | ||||||
| Patrick Goris | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
| Date: | May 1, 2025 | /s/Kyle Crockett | ||||||
| Kyle Crockett | ||||||||
| Vice President, Controller and Chief Accounting Officer | ||||||||