8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________ 

FORM 8-K

____________________________________ 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2021

____________________________________ 

RAYTHEON TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________ 

Delaware	001-00812	06-0570975
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

870 Winter Street, Waltham, Massachusetts 02451

(Address of principal executive offices, including zip code)

(781) 522-3000

(Registrant's telephone number, including area code)

____________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.   ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($1 par value)	RTX	New York Stock Exchange
(CUSIP 75513E 101)
2.150% Notes due 2030	RTX 30	New York Stock Exchange
(CUSIP 75513E AB7)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

First Amendment to Employment Agreement with Gregory J. Hayes

On March 4, 2021, Raytheon Technologies Corporation (the “Company”) and Gregory J. Hayes entered into the First Amendment to the Employment Agreement between the Company and Mr. Hayes dated June 9, 2019 (the “Hayes Employment Agreement”). The Amendment modifies the provisions of the Employment Agreement relating to annual equity award grants to give discretion to the Compensation Committee of the Company’s Board of Directors to determine the amount of the grants each year.

The foregoing description of the First Amendment to the Hayes Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment to the Hayes Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated herein by reference.

First Amendment to Employment Agreement with Thomas A. Kennedy

Concurrently with amending the Hayes Employment Agreement, on March 4, 2021, the Company and Thomas A. Kennedy also entered into the First Amendment to the Employment Agreement between the Company and Mr. Kennedy dated June 9, 2019, the terms of which are substantially similar to the terms of the First Amendment to the Hayes Employment Agreement.

Section 9—Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
10.1	First Amendment, dated March 4, 2021, to Employment Agreement between Gregory J. Hayes and Raytheon Technologies Corporation.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 hereunto duly authorized.

	RAYTHEON TECHNOLOGIES CORPORATION
	(Registrant)
Date: March 5, 2021	By:	/S/ FRANK R. JIMENEZ
		Frank R. Jimenez
		Executive Vice President & General Counsel

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to the Employment Agreement (this “Amendment”) is entered into as of March 4, 2021 by and between Gregory J. Hayes (the “Executive”) and Raytheon Technologies Corporation (formerly known as United Technologies Corporation) (the “Company”).

WHEREAS the Company and the Executive entered into an Employment Agreement on June 9, 2019, which became effective as of April 3, 2020 (the “Employment Agreement”); and

WHEREAS the parties desire to enter into this Amendment to effect changes to the Employment Agreement as set forth herein;

NOW THEREFORE, it is hereby mutually agreed as follows:    

1.Paragraph 4(c) is deleted in its entirety and replaced with the following:

(c)      Long-Term Incentive and Equity Awards. Executive shall be eligible to receive equity and other long-term incentive awards under any applicable plan adopted by the Company during the Term for which employees are generally eligible. The amount, form, and terms and conditions of Executive’s annual equity awards will be determined by the Compensation Committee and the form and terms and conditions of Executive’s annual equity awards will be no less favorable than those applicable to equity awards granted to any other executive officer of the Company.

2.Section (v) of Paragraph 5(e) is deleted in its entirety and replaced with the following:

(v)     (A) reducing Executive’s annual bonus incentive opportunity as described in Section 4(b), or (B) a diminution in the Executive’s target annual long-term incentive opportunity from the level in effect as of immediately prior to the signing of this Agreement on June 9, 2019 or a material breach by the Company of Section 4(c);

Except as expressly amended by this Amendment, the Employment Agreement shall remain in full force and effect in accordance with its terms.

[Signature page follows]

IN WITNESS WHEREOF, the Executive and the Company have executed this Amendment as of the date first above written.

RAYTHEON TECHNOLOGIES CORPORATION

By /s/ Dantaya M. Williams

Dantaya M. Williams    

Executive Vice President & Chief Human Resources Officer

EXECUTIVE

/s/ Gregory J. Hayes

Gregory J. Hayes

[SIGNATURE PAGE TO FIRST AMENDMENT TO EMPLOYMENT AGREEMENT]

XML

Document and Entity Information Document	Mar. 04, 2021
Document Type	8-K
Document Period End Date	Mar. 04, 2021
Entity Registrant Name	RAYTHEON TECHNOLOGIES CORPORATION
Entity Central Index Key	0000101829
Entity Incorporation, State or Country Code	DE
Entity File Number	001-00812
Entity Tax Identification Number	06-0570975
Entity Address, Address Line One	870 Winter Street,
Entity Address, City or Town	Waltham,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	(781)
Local Phone Number	522-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Common Stock [Member]
Title of 12(b) Security	Common Stock ($1 par value)
Trading Symbol	RTX
Security Exchange Name	NYSE
Notes 2.150% Due 2030 [Member]
Title of 12(b) Security	2.150% Notes due 2030
Trading Symbol	RTX 30
Security Exchange Name	NYSE