September 13, 2026

Judith F. Marks

At the address last on file with the Company

RE:  Transition and Retirement

Dear Judy:

 

On behalf of Otis Worldwide Corporation (together with all of its subsidiaries, divisions and affiliates are hereafter referred to collectively as the “Company”), I want to thank you for your many years of service to the Company, during which you have demonstrated exceptional leadership and made significant contributions to the Company as Chair, Chief Executive Officer and President.  We appreciate your willingness to provide continued support and expertise to the Company as we navigate this leadership transition.

 

As you and the Company have mutually agreed, you will assist with the orderly transition of your duties and responsibilities to a successor Chief Executive Officer and President and thereafter retire from the Company.  In connection with your retirement, your employment with the Company will automatically terminate and you will automatically and immediately resign as a member of the Board of Directors of Otis Worldwide Corporation (the “Board”).

 

This letter agreement (this “Agreement”) sets forth the terms and conditions relating to your leadership transition, retirement and separation from the Company, including the treatment of your outstanding long-term incentive awards, and reflects the parties’ agreement regarding the resolution of claims arising out of or relating to your employment or separation from the Company.  Accordingly, in consideration of the mutual promises and covenants set forth herein, you and the Company agree as follows:

 

 

You will retire and your employment with the Company will terminate on the earlier of (a) the date upon which the Board-appointed successor Chief Executive Officer commences service as Chief Executive Officer of the Company, which is currently expected to occur during the first half of 2027, and (b) July 31, 2027, or such later date as you and the Board may mutually agree in writing (the “Transition Date”).  Until the Transition Date, you will continue to serve as Chair, Chief Executive Officer and President of the Company and, as requested by the Board, will assist with the search for, and the transition of your duties and responsibilities to, a successor Chief Executive Officer.  For all purposes of the LTI Plan (as defined below), your continuous service with the Company will be treated as continuing through the Transition Date, and the Transition Date will be your “Termination Date” as that term is defined in the schedule of terms of the LTI Plan.

 

In connection with your retirement from employment, by signing this Agreement, you hereby automatically and irrevocably resign, effective as of the Transition Date, from your position as a member of the Board.  On the Transition Date, to the extent requested by the Company, you will resign from any Company positions you hold and will execute any documents reasonably related thereto.

 

Notwithstanding the foregoing, if the Transition Date occurs prior to July 31, 2027 due to the commencement of employment of a successor Chief Executive Officer, then, beginning on the Transition Date and ending on July 31, 2027 (such period, the “Consulting Period”), you will serve as a nonemployee consultant to the Company.  If the Transition Date occurs on or after July 31, 2027, then there will be no Consulting Period.

 

During the Consulting Period, you will be available to advise the Company on all matters relating to the Company and your prior employment therewith, and will be expected to perform such duties and responsibilities as reasonably requested by the Board or Chief Executive Officer of the Company (the “Services”) (it being understood that the Company will make available to you any property previously returned as may be necessary to facilitate such Services, and you will return such property thereafter); provided that the level of Services will not exceed 20% of the average level of services you provided to the Company during the 36-month period immediately preceding the Transition Date.  The parties intend that, whether or not the Consulting Period occurs, your termination of employment on the Transition Date will constitute a “separation from service” within the meaning of Section 409A (as defined below) and a termination of employment for purposes of the Company’s employee benefit plans, other than as set forth in Section 2.B. hereto.  During the Consulting Period the Company will reimburse your reasonable business expenses, including travel expenses in respect of travel requested by the Company, on the basis applicable to members of the Executive Leadership Group.  Except as provided in this Section 1, you will not be eligible to receive any compensation in respect of the Services, nor will you be eligible to participate in any employee benefit plans of the Company (except as required by applicable law, including the Consolidated Omnibus Budget Reconciliation Act) during the Consulting Period.  Notwithstanding the foregoing, if the Consulting Period begins before the Company pays its short-term incentive awards for 2026 in the ordinary course of business, you will remain eligible to receive your short-term incentive award for 2026 based on actual performance (the “STI Award”) at the time such awards are normally paid; provided, however, that if the Consulting Period begins before January 1, 2027, the STI Award will be prorated based on the number of days elapsed in 2026 through the Transition Date.  The Company may terminate the Consulting Period for Cause (as defined in the LTI Plan), and you may terminate the Consulting Period voluntarily upon written notice to the Company.  If the Consulting Period is terminated by the Company for Cause or by you voluntarily, you will cease to be eligible, effective as of the date of such termination, for any further benefits under Section 2.B. hereof, including any continued vesting of the LTI Awards thereunder.

 

Subject to your continued compliance with this Agreement, including, for the avoidance of doubt, your compliance with all applicable restrictive covenants, then, in exchange for your provision of the Services, you will be entitled to the continued vesting of certain of your equity awards during the Consulting Period; provided that, in order to receive such vesting, which constitutes good and valuable consideration, you will sign a release of claims in favor of the Company in the form attached as Exhibit A (the “Release”).  The Release must be signed by you no earlier than the Transition Date and no later than 21 days after the Transition Date.

 

The parties acknowledge that your employment will remain “at will” through the Transition Date.  Accordingly, either you or the Company may end the employment relationship at any time.  If your employment ends before the Transition Date, this Agreement will cease to apply, and the parties’ respective rights and obligations in connection with your separation from the Company will be determined in accordance with the applicable agreements and benefit plans; provided, however, that if your employment is terminated involuntarily by the Company other than for Cause or due to your death or Disability (as defined in the LTI Plan), or if you terminate your employment following the Company’s material breach of this Agreement, then the date of your termination of employment will be deemed to be your Transition Date, the Consulting Period will commence on such date and you will therefore remain eligible to vest in the LTI Awards under the LTI Plan pursuant to Section 2.B. hereof.  For purposes of the foregoing, you must provide the Company with written notice describing the material breach in reasonable detail no later than thirty (30) days after the breach occurs, the Company must fail to cure such breach within thirty (30) days after receiving such notice, and you must terminate your employment promptly following the expiration of such cure period.  For the avoidance of doubt, except as provided in this paragraph, you will not be entitled to any payments, benefits, or other rights under this Agreement following the termination of your employment, nor will the Consulting Period commence after any other termination of your employment.

 

Your transition and termination of employment on the Transition Date, including as described in the immediately preceding paragraph, and the termination of the Consulting Period on July 31, 2027 will not constitute a “Qualifying Termination” within the meaning of the Company’s Executive Leadership Group Severance Plan.

 

 

You acknowledge and agree that the compensation and benefits described in this Section 2, together with any accrued but unpaid compensation and any vested benefits to which you are entitled under the applicable Company plans, constitute the sole benefits due to you in connection with your separation from the Company as described in this Agreement.

 

A.

ELG RSUs.  Your retirement on the Transition Date will constitute a “Qualifying Separation” for purposes of that Executive Leadership Group Agreement, dated as of November 10, 2017, and effective as of October 20, 2017 (the “ELG Agreement”).  Your ELG RSUs, granted to you on November 1, 2017 (the “ELG RSUs”), will be treated and settled in accordance with the terms of the ELG Agreement and the Legacy Schedule of Terms applicable to such ELG RSUs (including the provisions thereof providing for vesting in the event of our death or Disability or upon a Change-in-Control), subject to your timely execution and non-revocation of the ELG RSU Retention Award Vesting Agreement in the form attached as Exhibit B (the “Vesting Agreement”).  For the avoidance of doubt, if you do not timely execute the Vesting Agreement following the Transition Date, you will forfeit your right to receive any consideration in respect of the ELG RSUs.

 

B.

Long-Term Incentive (LTI) Awards.  Your LTI awards that are not the ELG RSUs (the “LTI Awards”) will be governed by and subject to the terms and conditions of the Otis Worldwide Corporation 2020 Long-Term Incentive Plan, as amended and restated as of January 1, 2024, and the applicable schedule of terms for each such LTI Award, including the “Forfeiture of Award and Repayment of Gains” provisions (collectively, the “LTI Plan”), except as expressly provided in this Agreement; provided that, if the Transition Date occurs prior to July 31, 2027, then your termination of employment on the Transition Date will not constitute a termination of services within the meaning of the LTI Plan.  Accordingly, subject to your compliance with this Agreement (including, for the avoidance of doubt, the Release, as applicable), your assistance with the orderly transition of your duties and responsibilities and your continued provision of services to the Company, whether as an employee or a non-employee consultant, through the applicable vesting date, such LTI Awards (including your annual awards granted of February 6, 2024, February 4, 2025 and February 3, 2026, and your Supplemental Restricted Stock Unit Award and Supplemental Performance share Unit Award, each granted on July 23, 2024) will remain outstanding and eligible to vest in accordance with their terms through July 31, 2027.  Upon the Transition Date or, if applicable, the later conclusion of the Consulting Period, your outstanding LTI Awards will be forfeited and cancelled at such time for no consideration in respect thereof in accordance with the terms of the LTI Plan.

 

C.	Executive Leased Vehicle.  You may purchase your Company leased vehicle in accordance with standard program procedures prior to the Transition Date.  If you do not wish to purchase this vehicle, it must be returned to the Company on or before the Transition Date.

 

D.

Indemnification.  The Company will indemnify you and advance expenses to you to the fullest extent permitted by the applicable law in respect of your service as an officer and director and in respect of your Services, in each case to the fullest extent required by applicable law and subject to the terms and conditions of the Company’s certificate of incorporation, bylaws and any applicable individual indemnification agreement between you and the Company. Following the Transition Date, you will be covered under any directors’ and officers’ liability insurance policy maintained by the Company to the same extent, and on terms no less favorable, than those applicable to similarly situated former directors and officers of the Company.

 

E.	No Mitigation.  You will not be required to mitigate the amount of any payment or benefit provided under this Agreement, and no such payment or benefit will be reduced by any compensation you earn from any subsequent employer or engagement, except as otherwise expressly provided in this Agreement.

 

 

A.	You acknowledge that the restrictive covenants and obligations set forth in the Otis Worldwide Corporation Restrictive Covenant Agreement between you and the Company (the “RC Agreement”) will remain in effect in accordance with its terms.

 

B.

On or before the Transition Date, you will return to the Company your company-issued laptop, telephone, and other electronic devices, as well as all Company Information (as defined below), reports, files, memoranda, records, computer access codes, software and other information that you received or prepared or helped to prepare in connection with your position at the Company.  You have not and will not retain any copies or excerpts of such materials (hard copy and electronic); provided that you may retain (i) your personal contacts, calendars and correspondence, (ii) personal copies of your compensation, equity and benefits records and (iii) any agreement to which you are party in your individual capacity.  The term “Company Information” as used in this Agreement means:  (a) confidential information including, without limitation, information received from third parties under confidential conditions; (b) information subject to the Company’s attorney-client or work-product privilege; (c) the capabilities and potential of Company Employees; and (d) other technical, scientific, business or financial information, the use or disclosure of which might reasonably be construed to be contrary to the Company’s interest.  You acknowledge that your intellectual property agreement with the Company continues in full force and effect following the Transition Date.

 

C.	Subject to Section 3.F., if you become legally compelled to discuss Company Information or any other matter that may otherwise violate this Agreement, you will promptly notify the Company to enable the Company, if it chooses, to seek any legally appropriate remedy prior to such disclosure.

 

D.

If any of the restrictions in this Section 3 (including in the RC Agreement) are held by a competent authority to be unenforceable under applicable law, this Section 3 will be deemed amended to limit its scope to the broadest scope that such authority determines is enforceable, and as so amended will continue in effect.

 

E.

You agree to cooperate with the Company following the Transition Date with respect to any matter in which: (i) you were involved during the course of your employment with the Company; and (ii) your subsequent assistance and cooperation is reasonably necessary or appropriate.  Such cooperation will include using your reasonable best efforts to protect and further the Company’s interests in litigation matters.  The Company and you will each use good-faith best efforts to reconcile and accommodate any conflicts with respect to scheduling any such assistance, with the Company taking into account your pursuit, acceptance of or performance of any other professional responsibilities and you taking into account the Company’s need to comply with judicial or other similar nondiscretionary orders.

 

F.

Nothing in this Agreement, will be construed to prohibit you from filing a charge with, providing information or testimony to, or participating in any investigation or proceeding by the EEOC or comparable state or local agency, filing a whistleblower claim or complaint with the SEC, providing information or testimony, or otherwise reporting unlawful conduct to an enforcement agency or law enforcement, including making disclosures to such agency or official thereof without notice to the Company.  You agree, however, to waive the right to recover monetary damages in any charge, complaint, or lawsuit filed by you or anyone else on your behalf, with respect to any claims that are released in the Vesting Agreement and/or the Release, following the execution of such documents.  Notwithstanding the above, you may accept a whistleblower award from the SEC for having reported information to that agency.

 

 

You, or your estate, are responsible for any tax liability associated with payments and benefits provided under this Agreement.  The Company will withhold taxes from such payments to the extent required by law.  The intent of the parties is that to the maximum extent permitted the payments and benefits under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended and the rules and regulations thereunder (collectively, “Section 409A”) and, accordingly, this Agreement will be interpreted to be exempt from or in compliance with Section 409A.  For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments.  To the extent that any reimbursement or in-kind payment provided pursuant to this Agreement is deemed “nonqualified deferred compensation” subject to Section 409A then (i) all such expenses or other reimbursements as provided herein will be payable in accordance with the Company’s policies in effect from time to time, but in any event will be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year will in any way affect the expenses eligible for reimbursement in any other taxable year, and (iii) the right to such reimbursement or in-kind benefits will not be subject to liquidation or exchanged for another benefit.

 

 

This Agreement, the LTI Plan and those agreements incorporated herein contain all the legally binding understandings and agreements between you and the Company pertaining to the subject matter of this Agreement, and supersede all other, prior representations, whether written or oral, concerning your employment with the Company and your separation from the Company; provided that nothing in this Agreement limits or otherwise affects your rights to vested benefits under the Company’s retirement, pension, savings and deferred compensation plans.  The Company has made no promises to you other than those set forth in this Agreement.  This Agreement, and the provisions in it, will not be construed or interpreted for, or against, any party because that party drafted or caused that party’s legal representative to draft any of its provisions.  No changes to this Agreement will be effective unless made in writing and signed by the parties hereto.  In the event of any conflict in terms between the LTI Plan and this Agreement, the terms of the LTI Plan will prevail and govern.  This Agreement may be executed in counterparts, including by electronic means, each of which will be deemed an original, but all of which together will constitute one and the same instrument.  The provisions of this Agreement are severable and divisible.  In the event that any portion of this Agreement is determined to be illegal or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

 

You are encouraged to consult with an attorney before signing this Agreement.  The Company will pay or reimburse you for the reasonable legal fees and expenses you incur in connection with the negotiation, preparation and execution of this Agreement, up to a maximum of $25,000, subject to the Company’s timely receipt of reasonable supporting documentation.

 

Any dispute arising between the Company and you with respect to the performance or interpretation of this Agreement will be submitted to arbitration in Hartford, Connecticut, for resolution in accordance with the Employment Arbitration Rule of the American Arbitration Association, modified to provide that the decision by the arbitrator will be binding on the parties, will be furnished in writing, separately and specifically stating the findings of fact and conclusions of law on which the decision is based and will be rendered within 90 days following empanelment of the arbitrator; provided, however, that the Company may at its option elect to seek damages or injunctive relief (without the necessity to post bond) for any breach of Section 3 in any court of competent jurisdiction.  The costs of arbitration and selection of the arbitrator will be determined in accordance with the rules of the Employment Arbitration Rules of the American Arbitration Association.  Following a decision by the arbitrator, the successful party will be reimbursed by the other party for all costs or fees paid by the successful party to the American Arbitration Association in relation to the dispute under this Agreement.  This Agreement will be subject to and governed by the laws of the state of Delaware, excluding its conflict of laws rules.

 

In addition to any other rights the Company may have, should you materially breach any of the terms of the RC Agreement or this Agreement, including specifically, but not limited to, the representations and promises contained in Section 3, the Company will have the right to cease any enhanced benefits or payments provided based on this Agreement and seek recovery of all such payments, net of $1,000 and any taxes paid by you with respect to such payments that are not refundable or otherwise recoverable by you.  Such action by the Company will not be taken capriciously and will have no effect on the release of claims in the Vesting Agreement and/or the Release.  The Company’s remedy for a breach of this Agreement will not be limited to the recovery of payment or the value of benefits provided or due in accordance with this Agreement.

[Signature page follows]

 

To confirm the foregoing terms are acceptable to you, please execute and return the copy of this Agreement, which is enclosed for your convenience.

 

Acknowledged and agreed:

 

Judith F. Marks

 

 

 

 

 

 

 

 

 

 

In addition, nothing in Section I, or anything else in this Release, shall be construed to prohibit the Executive from filing a charge with, providing information or testimony to, or participating in any investigation or proceeding by the EEOC or comparable state or local agency, filing a whistleblower claim or complaint with the SEC, providing information or testimony, or otherwise reporting unlawful conduct to an enforcement agency or law enforcement, including making disclosures to such agency or official thereof without notice to the Company. The Executive agrees, however, to waive the right to recover monetary damages in any charge, complaint, or lawsuit filed by the Executive or anyone else on the Executive’s behalf, with respect to any claims that are released in Section I of this Release. Notwithstanding the above, the Executive may accept a whistleblower award from the SEC for having reported information to that agency.

 

 

The Executive confirms that the Executive has been given 21 days to review and consider this Release before signing it.

 

 

The Executive is encouraged to consult with an attorney before signing this Release. The Company will pay or reimburse the Executive’s legal fees as provided in the Agreement.

 

 

If this Release is signed by the Executive and returned to the Company within the time specified in Section III, the Executive may revoke this Release within seven days of the date of the Executive’s signature. Revocation can be made by delivering or otherwise tendering a written notice to Susan Grady, Senior Vice President, Corporate Secretary, Otis Worldwide Corporation, One Carrier Place, Farmington, CT 06032, USA, susan.grady@otis.com. For the revocation to be effective, written notice must be received by the Company within seven days after the Executive signs this Release. If the Executive revokes this Release, it shall not be effective or enforceable and the Executive will not be entitled to receive the benefits described in Section 2.B. of the Agreement.

 

 

Except as stated Section I, the “Effective Date” of this Release shall be the eighth day after this Release is signed and dated by the Executive, provided the Executive has not revoked acceptance in accordance with Section III above. If this Release is signed but not dated by the Executive, then the effective date of this Release shall be the eighth calendar day after receipt of this Release by the Company, provided the Executive has not revoked acceptance of this Release in accordance with Section III above. This Release must be executed and all revocation periods shall have expired within 28 days after the date this Release was delivered to the Executive; by failing to do so, the Executive shall forfeit any payments and/or benefits provided for under Section 2 of the Agreement.

 

 

IN WITNESS WHEREOF, THE EXECUTIVE HAS EXECUTED THIS RELEASE.

 

ELG RSU Retention Award Vesting Agreement

 

This VESTING AGREEMENT (this “Agreement”), is entered into between Judith F. Marks (hereinafter, the “Executive”), and OTIS WORLDWIDE CORPORATION, a Delaware corporation, with an office and place of business at Farmington, Connecticut (Otis Worldwide Corporation and all its subsidiaries, divisions and affiliates are hereinafter referred to as the “Company”).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Otis Worldwide Corporation

1 Carrier Place

Farmington, CT  06032

Attention:  Executive Vice President & Chief People Officer

 

Either party may change its address for notices by giving the other party notice of the change.

 

 

 

 

 

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