FORM OF ESCROW AGREEMENT USED TO SECURE CERTAIN
SUPPLEMENTAL RETIREMENT BENEFITS FOR CERTAIN OFFICERS
OF THE COMPANY
ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of December 21, 2000 (the "Agreement"), by
and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (the
"Company"), [NAME] ("Beneficiary") and Victor P. Patrick (as escrow agent
hereunder, the "Escrow Agent").
W I T N E S S E T H :
WHEREAS, the Beneficiary is entitled to receive certain specific
payments pursuant to the AlliedSignal Inc. Supplemental Pension Plan (the
"SERP");
WHEREAS, the Company and the Beneficiary desire to have a certain
amount (the "Escrow Amount"), deposited in escrow as a source for payment of
amounts due to the Beneficiary pursuant to the SERP, and to have the Escrow
Amount and Earnings held in escrow until portions of it are disbursed in
accordance with the instructions of the Vice President of Human Resources of the
Company (the "VPHR") or his designee, which instructions will be solely in
accordance with the terms of the SERP, except as provided in section 4(d)
herein;
WHEREAS, the Company intends to discharge its obligations under the
SERP first with the Escrow Amount and Earnings and only then from Company
assets;
WHEREAS, the Company desires that the Escrow Agent assist the Company
in effecting the payment of the Escrow Amount and Earnings by holding, as agent
for the Beneficiary, the Escrow Fund;
WHEREAS, the Escrow Amount and Earnings will be held for the sole
benefit of the Beneficiary, and will be considered an asset of the Beneficiary,
and shall not be deemed to be an asset of the Company and shall not be subject
to claims of the Company's creditors;
WHEREAS, the distribution of all or any part of the Escrow Amount and
Earnings will reduce the amount the Company owes the Beneficiary pursuant to the
SERP; and
WHEREAS, the Escrow Agent is willing to act as escrow agent in respect
of the Escrow Fund upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by each of the parties hereto, the
parties hereto, intending to be legally bound, do hereby agree as follows:
1. Appointment of Escrow Agent. The Company hereby appoints the Escrow
Agent as escrow agent in accordance with the terms and conditions set forth
herein, and the Escrow Agent hereby accepts such appointment.
2. Deposit into the Escrow Fund. On or about December 21, 2000, the
Company will deposit, or cause to be deposited, with the Escrow Agent the Escrow
Amount, the receipt of which will be acknowledged by the Escrow Agent
substantially in the form of Exhibit C attached hereto, and which Escrow Amount
shall be held by the Escrow Agent upon the terms and conditions hereinafter set
forth.
3. Custody of the Escrow Fund. (a) During the term of this Agreement,
the Escrow Agent shall hold in custody the Escrow Amount and any interest paid
thereon ("Earnings"), less any distributions pursuant to Section 4 hereof (the
"Escrow Fund"). Notwithstanding the foregoing, the Escrow Agent shall have the
power to release all or any portion of the Escrow Fund, when required to,
pursuant to Section 4 hereof.
(b) The Escrow Fund shall be held for the account of the Beneficiary
as a source for payments of amounts due to him under the SERP, and will be
considered an asset of the Beneficiary, and shall not be deemed to be an
asset of the Company and shall not be subject of claims of the Company's
creditors.
(c) If instructed by the VPHR prior to 1:00 p.m. on any Business Day,
the Escrow Agent shall invest the Escrow Fund in a money market mutual fund
or other similar investment as selected by the VPHR. The Escrow Agent shall
maintain records showing amounts deposited hereunder, earnings on said
amounts, and amounts disbursed from the Escrow Fund in accordance with this
Agreement.
(d) Any Earnings on the Escrow Fund shall be treated as an asset of
the Beneficiary, and shall be distributed to the Beneficiary in the manner
provided hereinafter.
4. Distribution of Escrow Fund. The Escrow Agent shall hold the Escrow
Fund in its possession until instructed hereunder to deliver the Escrow Fund or
any specified portion thereof as follows:
(a) Notwithstanding anything else in this Section 4, no portion of the
Escrow Fund shall be disbursed except in accordance with the instructions
of the VPHR.
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(b) The instructions of the VPHR shall carry out the parties' intent
to discharge the Company's obligation under the SERP first with the Escrow
Amount and Earnings.
(c) If the VPHR delivers a written release notice substantially in the
form of Exhibit A attached hereto, to the Escrow Agent, the Escrow Agent
shall release the Escrow Fund (or any portion thereof) to the parties
referenced in such notice within one (1) Business Day. It is anticipated
that such notice shall be delivered by the VPHR in order to insure timely
delivery of the amounts due to be paid to the Beneficiary pursuant to the
terms of the SERP.
(d) Earnings on the Escrow Amount shall constitute income of the
Beneficiary and shall be released to the Beneficiary annually pursuant to
specific instructions contained in the above described release notice.
For purposes of this Agreement, "Business Day" shall mean any day that is not a
Saturday or Sunday or a day on which banks are required or permitted by law or
executive order to be closed in the City of New York.
5. Final Distribution of Escrow Fund. After disbursing all amounts due
to the Beneficiary pursuant to the SERP, the Escrow Agent shall distribute the
remaining balance, if any, of the Escrow Fund as directed by the VPHR in the
manner described in Section 4 above.
6. Resignation or Removal of Escrow Agent. The Escrow Agent may resign
and be discharged from its duties hereunder at any time by giving written notice
of such resignation to the Company specifying a date when such resignation shall
take effect and upon delivery of the Escrow Fund to the successor escrow agent
designated by the Company in writing. Such successor Escrow Agent shall become
the Escrow Agent hereunder upon the resignation date specified in such notice.
If the Company fails to designate a successor Escrow Agent within thirty (30)
days after such notice, the Escrow Agent shall be entitled to apply to a court
of competent jurisdiction for the appointment of a successor. The Escrow Agent
shall continue to serve until its successor accepts the escrow and receives the
Escrow Fund. The Company shall have the right at any time to remove the Escrow
Agent and substitute a new escrow agent by giving notice thereof to the Escrow
Agent then acting. Upon its resignation and delivery of the Escrow Fund as set
forth in this Section 6, the Escrow Agent shall be discharged of and from any
and all further obligations arising in connection with the escrow contemplated
by this Agreement.
7. Indemnification of Escrow Agent. (a) The Escrow Agent shall have no
duties or responsibilities whatsoever with respect to the Escrow Fund except as
are specifically set forth herein. The Escrow Agent shall neither be responsible
for or liable under, nor chargeable with knowledge of the terms and conditions
of, any other agreement, instrument or document in connection herewith. The
Escrow Agent may
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conclusively rely upon, and shall be fully protected from all liability, loss,
cost, damage or expense in acting or omitting to act pursuant to any written
notice, instrument, request, consent, certificate, document, letter, telegram,
opinion, order, resolution or other writing hereunder without being required to
determine the authenticity of such document, the correctness of any fact stated
therein, the propriety of the service thereof or the capacity, identity or
authority of any party purporting to sign or deliver such document. The Escrow
Agent shall have no responsibility for the contents of any such writing
contemplated herein and may rely without any liability upon the contents
thereof.
(b) The Escrow Agent shall not be liable for any action taken or
omitted by it in good faith and reasonably believed by it to be authorized
hereby or with the rights or powers conferred upon it hereunder, nor for action
taken or omitted by it in good faith, and in accordance with advice of counsel
(which counsel may be of the Escrow Agent's own choosing), and shall not be
liable for any mistake of fact or error of judgment or for any acts or omissions
of any kind except for its own willful misconduct or gross negligence.
(c) The Company agrees to indemnify the Escrow Agent and its
employees, directors, officers and agents and hold each harmless against any and
all liabilities incurred by it hereunder as a consequence of such party's
action, and to indemnify the Escrow Agent and hold it harmless against any
claims, costs, payments, and expenses (including the fees and expenses of
counsel) and all liabilities incurred by it in connection with the performance
of its duties hereunder and them hereunder, except in either case for claims,
costs, payments, and expenses (including the fees and expenses of counsel) and
liabilities incurred by the Escrow Agent resulting from its own willful
misconduct or gross negligence. The provisions of this Section 7 shall survive
the termination of this Agreement or resignation or removal of the Escrow Agent.
8. Compensation of Escrow Agent. The Escrow Agent shall be entitled to
payment from the Company for reasonable and customary fees and expenses for all
services rendered by it hereunder in accordance with Schedule B attached hereto
(as such schedule may be amended from time to time). The Escrow Agent shall also
be entitled to reimbursement on demand for all loss, liability, damage or
expenses paid or incurred by it in the administration of its duties hereunder,
including, but not limited to, all reasonable counsel, advisors' and agents'
fees and disbursements and all taxes or other governmental charges. At all
times, the Escrow Agent will have a right of set off and first lien on funds in
the Escrow Fund for payment of customary fees and expenses and all such
reasonable loss, liability, damage or expenses.
9. Termination of Agreement. This Agreement shall terminate on the
final disposition of the Escrow Fund pursuant to Section 5, provided that the
rights of the Escrow Agent and the obligations of the other parties hereto under
Sections 7 and 8 shall survive the termination hereof and the resignation or
removal of the Escrow Agent.
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10. Consents to Service Process. Each of the parties hereto hereby
irrevocably consents to the jurisdiction of the courts of the State of New York
and of any Federal Court located in the Borough of Manhattan in such State in
connection with any action, suit or other proceeding arising out of or relating
to this Agreement or any action taken or omitted hereunder, and waives any claim
of forum non conveniens and any objections as to laying of venue. Each party
further waives personal service of any summons, complaint or other process and
agree that the service thereof may be made by certified or registered mail
directed to such person at such person's address for purposes of notices
hereunder.
11. Tax Withholding & Reporting. (a) On or prior to the date of this
Agreement, the Beneficiary, for purposes of United States backup withholding tax
and information reporting requirements, will provide the Escrow Agent with an
executed copy of Internal Revenue Service form W-9 or any successor form.
12. Miscellaneous. (a) This Agreement embodies the entire agreement
and understanding among the parties relating to the subject matter hereof, and
may not be changed orally, but only by an instrument in writing signed by the
parties hereto.
(b) All notices and other communications under this Agreement shall be
in writing and shall be deemed given when delivered personally, on the next
Business Day after delivery to a recognized overnight courier or mailed first
class (postage prepaid) or when sent by facsimile to the parties (which
facsimile copy shall be followed, in the case of notices or other communications
sent to the Escrow Agent, by delivery of the original) at the following
addresses (or to such other address as a party may have specified by notice
given to the other parties pursuant to this provision):
If to the Company, to:
Honeywell International Inc.
101 Columbia Road
Morris Township, NJ 07962-2497
Telephone: (973) 455-2000
Attention: Peter M. Kreindler, Esq.
If to the Escrow Agent, to:
Victor P. Patrick
101 Columbia Road
Morris Township, NJ 07962-2497
Telephone: (973) 455-2000
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(c) This Agreement and the rights and obligations hereunder of parties
hereto may not be assigned except with the prior written consent of the other
parties hereto. This Agreement shall be binding upon and inure to the benefit of
each party's respective successors and permitted assigns. Except as expressly
provided herein, no other person shall acquire or have any rights under or by
virtue of this Agreement.
(d) This Agreement may not be amended, supplemented or otherwise
modified without the prior written consent of the parties hereto.
(e) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without reference to the principles of
conflict of laws.
(f) This Agreement may be executed in two or more counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
HONEYWELL INTERNATIONAL INC.
Tax ID :
By
--------------------------
Name:
Title:
----------------------------
Beneficiary
Victor P. Patrick
as Escrow Agent
By
--------------------------
Victor P. Patrick
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Escrow Agreement - Honeywell International Inc.
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