Restated Certificate of Incorporation
of
Honeywell International Inc.
Honeywell International Inc., which was originally
incorporated in the State of Delaware on May 13, 1985 under the
name of East/West Newco Corporation, hereby certifies that this
Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware, this Restated
Certificate of Incorporation only restates and integrates and
does not further amend the provisions of the corporation's
certificate of incorporation as theretofore amended, and there is
no discrepancy between those provisions and the provisions of
this Restated Certificate of Incorporation. The text of the
certificate of incorporation as heretofore amended is hereby
restated to read in its entirety as follows:
FIRST: The name of the corporation is Honeywell
International Inc.
SECOND: The address of the registered office of the
corporation in the State of Delaware is 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its
registered agent at that address is The Corporation Trust
Company.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which a corporation may be organized
under the General Corporation Law of the State of Delaware as set
forth in Title 8 of the Delaware Code.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is 2,040,000,000 shares
of which 2,000,000,000 shares shall be Common Stock, par value
$1.00 per share ('Common Shares'), and 40,000,000 shares shall be
Preferred Stock, without par value ('Preferred Stock').
FIFTH: From time to time the corporation may issue and may
sell its authorized shares for such consideration per share (with
respect to shares having a par value, not less than the par value
thereof), either in money or money's worth of property or
services, or for such other considerations, whether greater or
less, now or from time to time hereafter permitted by law, as may
be fixed by the Board of Directors; and all shares so issued
shall be fully paid and nonassessable.
No holder of any shares of any class shall as such holder
have any preemptive right to subscribe for or purchase any other
shares or securities of any class, whether now or hereafter
authorized, which at any time may be offered for sale or sold by
the corporation.
Each holder of record of the Common Shares of the
corporation shall be entitled to one vote for every Common Share
standing in his name on the books of the corporation.
The corporation may issue Preferred Stock from time to time
in one or more series as the Board of Directors may establish by
the adoption of a resolution or resolutions relating thereto,
each series to have such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions providing
for the issue of such series adopted by the Board of Directors
pursuant to authority to do so, which authority is hereby granted
to the Board of Directors.
SIXTH: The duration of the corporation is to be perpetual.
SEVENTH: Except as otherwise provided pursuant to the
provisions of this Certificate of Incorporation relating to the
rights of certain holders of Preferred Stock to elect additional
Directors under specified circumstances, the number of Directors
of the corporation shall be determined from time to time in the
manner described in the By-laws. The Directors, other than those
who may be elected by the holders of Preferred Stock pursuant to
this Certificate of Incorporation, shall be classified with
respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as shall be
provided in the manner specified in the By-laws, one class to be
originally elected for a term expiring at the annual meeting of
stockholders to be held in 1986, another class to be originally
elected for a term expiring at the annual meeting of stockholders
to be held in 1987, and another class to be originally elected
for a term expiring at the annual meeting of stockholders to be
held in 1988, with the members of each class to hold office until
their successors have been elected and qualified. At each annual
meeting of stockholders, the successors of the class of Directors
whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election. No
Director need be a stockholder.
Except as otherwise provided pursuant to this Certificate of
Incorporation relating to the rights of certain holders of
Preferred Stock to elect Directors under specified circumstances,
newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or
other cause shall be filled by the affirmative vote of a majority
of the remaining Directors then in office, even if less than a
quorum of the Board of Directors, or by a sole remaining
director. Any Director elected in accordance with the preceding
sentence shall hold office until the annual meeting of
stockholders at which the term of office of the class to which
such Director has been elected expires, and until such Director's
successor shall have been elected and qualified. No decrease in
the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.
Subject to the rights of certain holders of Preferred Stock
to elect Directors under circumstances specified in this
Certificate of Incorporation, any Director may be removed from
office only for cause by the affirmative vote of the holders of
at least 80% of the voting power of the then outstanding shares
of capital stock of the corporation entitled to vote generally in
the election of Directors (the 'Voting Stock'), voting together
as a single class.
Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the Voting Stock, voting together as a
single class, shall be required to amend or repeal, or adopt any
provision inconsistent with, this Article SEVENTH.
EIGHTH: The By-laws of the corporation may contain
provisions, not inconsistent with law or this Certificate of
Incorporation, relating to the management of the business of the
corporation, the regulation of its affairs, the transfer of its
stock, the qualifications, compensation and powers and duties of
its Directors and the time and place and the manner of calling
the meetings of its stockholders and Directors.
The Board of Directors may from time to time fix, determine
and vary the amount of the working capital of the corporation,
may determine what part, if any, (i) of its surplus or (ii) in
case there shall be no such surplus, of its net profits for the
fiscal year in which the dividend is declared and/or the
preceding fiscal year shall be declared as dividends and paid to
the stockholders, may determine the time or times for the
declaration and payment of dividends, the amount thereof and
whether they are to be in cash, property or shares of the capital
stock of the corporation and may direct and determine the use and
disposition of any surplus over and above the capital of the
corporation.
The Board of Directors may from time to time make, amend,
supplement or repeal the By-laws; provided, however, that the
stockholders may change or repeal any By-law adopted by the Board
of Directors and provided further that no amendment or supplement
to the By-laws adopted by the Board of Directors shall vary or
conflict with any amendment or supplement adopted by the
stockholders. Notwithstanding the foregoing and anything
contained in this Certificate of Incorporation to the contrary,
Section 3 (Special Meetings) of Article II (Meetings of
Shareholders) of the By-laws, Sections 2 (Number, Election and
Terms) or 10 (Removal of Directors) of Article III (Directors) of
the By-laws, or the final sentence of Article XI (Amendments) of
the By-laws shall not be amended or repealed, and no provision
inconsistent with any thereof shall be adopted, without the
affirmative vote of the holders of at least 80% of the Voting
Stock (as defined in Article SEVENTH), voting together as a
single class. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the Voting Stock, voting
together as a single class, shall be required to amend or repeal,
or adopt any provision inconsistent with, any provision of this
paragraph.
The Board of Directors shall, except as otherwise provided
by law, this Certificate of Incorporation or the By-laws,
exercise the powers of the corporation.
Pursuant to the By-laws, an Executive Committee and/or one
or more other committees may be appointed from among the
Directors or otherwise, to which may be delegated any of or all
the powers and duties of the Board of Directors, to the full
extent permitted by law.
Except as otherwise required by law and subject to the
rights of the holders of Preferred Stock pursuant to the
provisions of this Certificate of Incorporation, special meetings
of stockholders may be called only by the Chief Executive Officer
or by the Board of Directors pursuant to a resolution approved by
a majority of the then authorized number of Directors of the
corporation (as determined in accordance with the By-laws).
Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the Voting Stock, voting together as a
single class, shall be required to amend or repeal, or adopt any
provision inconsistent with, any provision of this paragraph.
No contract or other transaction of the corporation shall be
void, voidable, fraudulent or otherwise invalidated, impaired or
affected, in any respect, by reason of the fact that any one or
more of the officers, Directors or stockholders of the
corporation shall individually be party or parties thereto or
otherwise interested therein, or shall be officers, directors or
stockholders of any other corporation or corporations which shall
be party or parties thereto or otherwise interested therein;
provided that such contract or other transactions be duly
authorized or ratified by the Board of Directors or Executive
Committee, with the assenting vote of a majority of the
disinterested Directors or Executive Committeemen then present,
or, if only one such is present, with his assenting vote.
NINTH: No stockholder action may be taken except at an
annual or special meeting of stockholders of the corporation and
stockholders may not take any action by written consent in lieu
of a meeting.
Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the Voting Stock (as defined in
Article SEVENTH), voting together as a single class, shall be
required to amend or repeal, or adopt any provision inconsistent
with, this Article NINTH.
TENTH: Unless required by law or demanded by a stockholder
of the corporation entitled to vote at a meeting of stockholders
or determined by the chairman of such meeting to be advisable,
the vote on any question need not be by ballot. On a vote by
ballot, each ballot shall be signed by the stockholder voting, or
his proxy if there be such proxy, and shall state the number of
shares voted by such stockholder or proxy.
ELEVENTH: (1) Elimination of Certain Liability of
Directors. A Director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except for
liability (i) for any breach of the Director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which
the Director derived an improper personal benefit. If the
Delaware General Corporation Law is amended after approval by the
stockholders of this Article ELEVENTH to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a Director of the corporation
shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended. Any repeal
or modification of this Section by the stockholders of the
corporation shall not adversely affect any right or protection of
a Director of the corporation existing at the time of such repeal
or modification.
(2) Indemnification and Insurance.
(A) Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
'proceeding'), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
Director, officer or employee of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans (hereinafter, an 'indemnitee'),
whether the basis of such proceeding is alleged action in an
official capacity as a Director, officer, employee or agent or in
any other capacity while serving as a Director, officer, employee
or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide
broader indemnification rights than said Law permitted the
corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased
to be a Director, officer, employee or agent and shall inure to
the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in
paragraph (B) hereof with respect to proceedings to enforce
rights to indemnification, the corporation shall indemnify any
such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the
corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to
be paid by the corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter,
an 'advancement of expenses'); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a
Director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) in advance of
the final disposition of a proceeding, shall be made only upon
delivery to the corporation of an undertaking (hereinafter, an
'undertaking'), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter, a 'final adjudication') that such indemnitee is not
entitled to be indemnified for such expenses under this Section
or otherwise, and, provided further, that an advancement of
expenses incurred by an employee other than a Director or officer
in advance of the final disposition of a proceeding shall be
made, unless otherwise determined by the Board of Directors, only
upon delivery to the corporation of an undertaking by or on
behalf of such employee to the same effect as any undertaking
required to be delivered by a Director or officer.
(B) Right of Indemnitee to Bring Suit. If a claim under
paragraph (A) of this Section is not paid in full by the
corporation within sixty days after a written claim has been
received by the corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter
bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such
suit, or in a suit brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking,
the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder
(but not in a suit brought by the indemnitee to enforce a right
to an advancement of expenses) it shall be a defense that, and
(ii) any suit by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the corporation
shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met the applicable
standard of conduct set forth in the Delaware General Corporation
Law. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such suit
that indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including
its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the indemnitee, be a defense
to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses
hereunder, or by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Section or otherwise
shall be on the corporation.
(C) Non-Exclusivity of Rights. The rights to
indemnification and to the advancement of expenses conferred in
this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision
of this Certificate of Incorporation, By-law, agreement, vote of
stockholders or disinterested Directors or otherwise.
(D) Insurance. The corporation may maintain insurance, at
its expense, to protect itself and any Director, officer,
employee or agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation
Law.
(E) Indemnification of Agents of the Corporation. The
corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to
the advancement of expenses to any agent of the corporation to
the fullest extent of the provisions of this Section with respect
to the indemnification and advancement of expenses of Directors,
officers and employees of the corporation.
TWELFTH: The corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF, Honeywell International Inc. has caused
this Restated Certificate of Incorporation to be executed in its
corporate name on this 1st day of December, 1999.
Honeywell International Inc.
By: /s/ Peter M. Kreindler
_________________________
Peter M. Kreindler
Senior Vice President
and General Counsel
[Corporate Seal]
ATTEST:
/s/ J. Edward Smith
______________________
J. Edward Smith
Assistant General Counsel
and Assistant Secretary
Certificate of Incorporation - Honeywell International Inc.
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