Top executives with Goodrich Corp., the Charlotte-based aerospace company being purchased by United Technologies Corp., could be eligible for millions in payouts and benefits if they leave the merged company under certain conditions.

President and CEO Marshall Larsen and four other executives would be in line for a combined total of more than $61 million in severance, benefits and other payments if they are terminated without cause or if they leave for "good reason"- such as a change in duties, authority or responsibilities - during a two-year period after Goodrich is purchased.

The "potential payments upon termination or a change-in-control" are described in Goodrich's spring proxy filing. A change in control kicks in when another entity assumes a certain percentage of stock or voting power.

United Technologies, based in Hartford, Conn., announced last month it is buying Goodrich in an $18.4 billion deal. The purchase is subject to regulatory and Goodrich shareholder approvals.

The executive payments, listed in Goodrich's proxy, were calculated based on a stock price of $88.07. The amounts would be higher, because the United Technologies deal is based on a stock price of $127.50.

In addition to the combined $61 million-plus in payments, three executives who are eligible for retirement - including Larsen - would receive a combined total of at least $16.5 million in restricted stock awards.

Larsen would receive at least $28.6 million in payments and benefits.

The potential payouts to the five executive officers include:

A lump-sum payment equal to three times their annual salary, as well as three times their annual bonuses or "target incentive amount."

Continuation of health and benefit programs for three years if the executive isn't eligible for retirement.

Lifetime health and benefit programs if retirement-eligible.

Annual physicals and tax and financial-planning services for three years.

Lump-sum payment at retirement of their pension in an amount equal to what the executive would have accumulated in an additional three years.

Lump-sum payment three times the value of the Goodrich's matching contributions to the executive's retirement plan.

United Technologies has already announced that Larsen will remain in Charlotte as head of a combined UTC Aerospace Systems business unit. It's not known if that's considered a change in duty, which would make Larsen eligible for payments if he left within two years. It's also not known if the other top executives' duties will change.

Spokespersons for Goodrich and United Technologies spokesman didn't return requests for comment.

Change-in-control provisions are designed to prevent executives from stopping an acquisition favorable to shareholders out of concern over losing their jobs, according to Charles Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware.

Many corporations have change-in-control provisions resulting in executive payments, which can be triggered when a company is sold, Elson said.

"The question is, should you have change-in-control provisions?" said Elson.

"I've never thought they were great ideas. I don't think you should pay someone to carry out their fiduciary duties."

If the merger clears the regulatory and shareholder approvals, the companies could be fully merged by the end of the third quarter in 2012, according to United Technologies.