STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this 'Agreement'), dated as of June 4,
1999, between ALLIEDSIGNAL INC., a Delaware corporation ('Parent'), and
HONEYWELL INC., a Delaware corporation (the 'Company').
W I T N E S S E T H :
WHEREAS, Parent and the Company are concurrently with the execution
and delivery of this Agreement entering into an Agreement and Plan of
Merger (the 'Merger Agreement') pursuant to which, among other things,
Merger Subsidiary will merge with and into the Company on the terms and
subject to the conditions stated therein; and
WHEREAS, in order to induce Parent to enter into the Merger Agreement
and as a condition for Parent's agreeing so to do, the Company has granted
to Parent the Stock Option (as hereinafter defined), on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and in the Merger Agreement, and for other good
and valuable consideration, the adequacy of which is hereby acknowledged,
the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used and not defined herein
have the respective meanings assigned to them in the Merger Agreement.
Section 2. Grant of Stock Option. The Company hereby grants to Parent
an irrevocable option (the 'Stock Option') to purchase, on the terms and
subject to the conditions hereof, for $109.453 per share (the 'Exercise
Price') in cash, up to 25,241,518 fully paid and non-assessable shares (the
'Option Shares') of the Company's common stock, par value $1.50 per share
(the 'Common Stock'). The Exercise Price and number of Option Shares shall
be subject to adjustment as provided in Section 5 below.
Section 3. Exercise of Stock Option.
(a) Parent may, subject to the provisions of this Section 3,
exercise the Stock Option, in whole or in part, at any time or from time to
time, after the occurrence of a Company Trigger Event (defined below) and
prior to the Termination Date. 'Termination Date' shall mean, subject to
Section 9(a), the earliest of (i) the Effective Time of the Merger, (ii)
120 days after the date full payment contemplated by Section 10.5(a) of the
Merger Agreement is made by the Company to Parent thereunder, (iii) the
date of the termination of the Merger Agreement so long as, in the case of
this clause (iii), no Company Trigger Event has occurred or could still
occur pursuant to Section 10.5(a) of the Merger Agreement or (iv) the first
anniversary of the date of termination of the Merger Agreement.
Notwithstanding the occurrence of the Termination Date, Parent shall be
entitled to purchase Option Shares pursuant to any exercise of the Stock
Option, on the terms and subject to the conditions hereof, to the extent
Parent exercised the Stock Option prior to the occurrence of the
Termination Date. A 'Company Trigger Event' shall mean an event the result
of which is that the total fee or fees required to be paid by the Company
to Parent pursuant to Section 10.5(a) of the Merger Agreement is equal to
$350 million.
(b) Parent may purchase Option Shares pursuant to the Stock
Option only if all of the following conditions are satisfied: (i) no
preliminary or permanent injunction or other order issued by any federal or
state court of competent jurisdiction in the United States shall be in
effect prohibiting delivery of the Option Shares, (ii) any waiting period
applicable to the purchase of the Option Shares under the HSR Act shall
have expired or been terminated, and (iii) any prior notification to or
approval of any other regulatory authority in the United States or
elsewhere required in connection with such purchase shall have been made or
obtained, other than those which if not made or obtained would not
reasonably be expected to result in a significant detriment to the Company
and its Subsidiaries, taken as a whole.
(c) If Parent shall be entitled to and wishes to exercise the
Stock Option, it shall do so by giving the Company written notice (the
'Stock Exercise Notice') to such effect, specifying the number of Option
Shares to be purchased and a place and closing date not earlier than three
business days nor later than 10 business days from the date of such Stock
Exercise Notice. If the closing cannot be consummated on such date because
any condition to the purchase of Option Shares set forth in Section 3(b)
has not been satisfied or as a result of any restriction arising under any
applicable law or regulation, the closing shall occur five days (or such
earlier time as Parent may specify) after satisfaction of all such
conditions and the cessation of all such restrictions.
(d) So long as the Stock Option is exercisable pursuant to the
terms of Section 3(a), Parent may elect to send a written notice to the
Company (the 'Cash Exercise Notice') specifying a date not later than 20
business days and not earlier than 5 business days following the date such
notice is given on which date the Company shall pay to Parent in exchange
for the cancellation of the relevant portion of the Stock Option an amount
in cash equal to the Spread (as hereinafter defined) multiplied by all or
such relevant portion of the Option Shares subject to the Stock Option as
Parent shall specify. As used herein, 'Spread' shall mean the excess, if
any, over the Exercise Price of the higher of (x) if applicable, the
highest price per share of Common Stock paid or proposed to be paid by any
Person pursuant to any Acquisition Proposal relating to Parent (the
'Proposed Alternative Transaction Price') or (y) the average of the closing
prices of the shares of Common Stock on the principal securities exchange
or quotation system on which the Common Stock is then listed or traded as
reported in The Wall Street Journal (but subject to correction for
typographical or other manifest errors in such reporting) for the five
consecutive trading days immediately preceding the date on which the Cash
Exercise Notice is given (the 'Average Market Price'). If the Proposed
Alternative Transaction Price includes any property other than cash, the
Proposed Alternative Transaction Price shall be the sum of (i) the fixed
cash amount, if any, included in the Proposed Alternative Transaction Price
plus (ii) the fair market value of such other property. If such other
property consists of securities with an existing public trading market, the
average of the closing prices (or the average of the closing bid and asked
prices if closing prices are unavailable) for such securities in their
principal public trading market on the five trading days ending five days
prior to the date on which the Cash Exercise Notice is given shall be
deemed to equal the fair market value of such property. If such other
property includes anything other than cash or securities with an existing
public trading market, the Proposed Alternative Transaction Price shall be
deemed to equal the Average Market Price. Upon exercise of its right
pursuant to this Section 3(d) and the receipt by Parent of the applicable
cash amount with respect to the Option Shares or the applicable portion
thereof, the obligations of the Company to deliver Option Shares pursuant
to Section 3(e) shall be terminated with respect to the number of Option
Shares specified in the Cash Exercise Notice. The Spread shall be
appropriately adjusted, if applicable, to give effect to Section 5.
(e) (i) At any closing pursuant to Section 3(c) hereof, Parent
shall make payment to the Company of the aggregate purchase price for the
Option Shares to be purchased and the Company shall deliver to Parent a
certificate representing the purchased Option Shares, registered in the
name of Parent or its designee and (ii) at any closing pursuant to Section
3(d) hereof, the Company will deliver to Parent cash in an amount
determined pursuant to Section 3(d) hereof. Any payment made by Parent to
the Company, or by the Company to Parent, pursuant to this Agreement shall
be made by wire transfer of immediately available funds to a bank
designated by the party receiving such funds, provided that the failure or
refusal by the Company to designate such a bank account shall not preclude
Parent from exercising the Stock Option. If at the time of the issuance of
Options Shares pursuant to the exercise of the Stock Option, Company Rights
or any similar securities are outstanding, then the Option Shares issued
pursuant to such exercise shall be accompanied by corresponding Company
Rights or such similar securities.
(f) Certificates for Common Stock delivered at the closing
described in Section 3(c) hereof shall be endorsed with a restrictive
legend which shall read substantially as follows:
'The transfer of the shares represented by this certificate
is subject to resale restrictions arising under the
Securities Act of 1933, as amended.'
It is understood and agreed that the above legend shall be removed by
delivery of substitute certificate(s) without this reference (i) if Parent
shall have delivered to the Company a copy of a no-action letter from the
staff of the Securities and Exchange Commission, or a written opinion of
counsel, in form and substance reasonably satisfactory to the Company, to
the effect that such legend is not required for purposes of, or resale may
be effected pursuant to an exemption from registration under, the
Securities Act or (ii) in connection with any sale registered under the
Securities Act. In addition, these certificates shall bear any other legend
as may be required by applicable law.
Section 4. Representations of Parent. Parent hereby represents and
warrants to the Company that any Option Shares acquired by Parent upon the
exercise of the Stock Option will not be, and the Stock Option is not
being, acquired by Parent with the intention of making a public
distribution thereof, other than pursuant to an effective registration
statement under the Securities Act or otherwise in compliance with the
Securities Act.
Section 5. Adjustment upon Changes in Capitalization or Merger.
(a) In the event of any change in the outstanding shares of
Common Stock by reason of a stock dividend, stock split, reverse stock
split, split-up, merger, consolidation, recapitalization, combination,
conversion, exchange of shares, extraordinary or liquidating dividend or
similar transaction which would effect Parent's rights hereunder, the type
and number of shares or securities purchasable upon the exercise of the
Stock Option and the Exercise Price shall be adjusted appropriately, and
proper provision will be made in the agreements governing such transaction,
so that Parent will receive upon exercise of the Stock Option a number and
class of shares or amount of other securities or property that Parent would
have received in respect of the Option Shares had the Stock Option been
exercised immediately prior to such event or the record date therefor, as
applicable. In no event shall the number of shares of Common Stock subject
to the Stock Option exceed 19.9% of the number of shares of Common Stock
issued and outstanding at the time of exercise (without giving effect any
shares subject or issued pursuant to the Stock Option).
(b) Without limiting the foregoing, whenever the number of Option
Shares purchasable upon exercise of the Stock Option is adjusted as
provided in this Section 5, the Exercise Price shall be adjusted by
multiplying the Exercise Price by a fraction, the numerator of which is
equal to the number of Option Shares purchasable prior to the adjustment
and the denominator of which is equal to the number of Option Shares
purchasable after the adjustment.
(c) Without limiting or altering the parties' rights and
obligations under the Merger Agreement, in the event that the Company
enters into an agreement (i) to consolidate with or merge into any Person,
other than Parent or one of its Subsidiaries, and the Company will not be
the continuing or surviving corporation in such consolidation or merger,
(ii) to permit any Person, other than Parent or one of its Subsidiaries, to
merge into the Company and the Company will be the continuing or surviving
corporation, but in connection with this merger, the shares of Common Stock
outstanding immediately prior to the consummation of this merger will be
changed into or exchanged for stock or other securities of the Company or
any other Person or cash or any other property, or the shares of Common
Stock outstanding immediately prior to the consummation of such merger
will, after such merger, represent less than 50% of the outstanding voting
securities of the merged company, or (iii) to sell or otherwise transfer
all or substantially all of its assets to any Person, other than Parent or
one of its Subsidiaries, then, and in each such case, the agreement
governing this transaction shall make proper provision so that the Stock
Option will, upon the consummation of any such transaction and upon the
terms and conditions set forth herein, be converted into, or exchanged for,
an option with identical terms appropriately adjusted to acquire the number
and class of shares or other securities or property that Parent would have
received in respect of Option Shares had the Stock Option been exercised
immediately prior to such consolidation, merger, sale or transfer or the
record date therefor, as applicable, and will make any other necessary
adjustments. The Company shall take such steps in connection with such
consolidation, merger, liquidation or other transaction as may be
reasonably necessary to assure that the provisions hereof shall thereafter
apply as nearly as possible to any securities or property thereafter
deliverable upon exercise of the Stock Option.
Section 6. Further Assurances; Remedies.
(a) The Company agrees to maintain, free from preemptive rights,
sufficient authorized but unissued or treasury shares of Common Stock so
that the Stock Option may be fully exercised without additional
authorization of Common Stock after giving effect to all other options,
warrants, convertible securities and other rights of third parties to
purchase shares of Common Stock from the Company, and to issue the
appropriate number of shares of Common Stock pursuant to the terms of this
Agreement. All of the Option Shares to be issued pursuant to the Stock
Option, upon issuance and delivery thereof pursuant to this Agreement, will
be duly authorized, validly issued, fully paid and nonassessable, and will
be delivered free and clear of all claims, liens, charges, encumbrances and
security interests (other than those created by this Agreement).
(b) The Company agrees not to avoid or seek to avoid (whether by
charter amendment or through reorganization, consolidation, merger,
issuance of rights, dissolution or sale of assets, or by any other
voluntary act) the observance or performance of any of the covenants,
agreements or conditions to be observed or performed hereunder by the
Company.
(c) The Company agrees that promptly after the occurrence of a
Company Trigger Event it shall take all actions as may from time to time be
required (including (i) complying with all applicable premerger
notification, reporting and waiting period requirements under the HSR Act
and (ii) in the event that prior notification to or approval of any other
regulatory authority in the United States or elsewhere is necessary before
the Stock Option may be exercised, complying with its obligations
thereunder and cooperating with Parent in Parent's preparing and processing
the required notices or applications) in order to permit Parent to exercise
the Stock Option and purchase Option Shares pursuant to such exercise.
(d) The parties agree that Parent would be irreparably damaged if
for any reason the Company failed, in breach of its obligations hereunder,
to issue any of the Option Shares (or other securities or property
deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option
or to perform any of its other obligations under this Agreement, and that
Parent would not have an adequate remedy at law for money damages in such
event. Accordingly, Parent shall be entitled to specific performance and
injunctive and other equitable relief to enforce the performance of this
Agreement by the Company. Accordingly, if Parent should institute an action
or proceeding seeking specific enforcement of the provisions hereof, the
Company hereby waives the claim or defense that Parent has an adequate
remedy at law and hereby agrees not to assert in any such action or
proceeding the claim or defense that such a remedy at law exists. The
Company further agrees to waive any requirements for the securing or
posting of any bond in connection with obtaining any such equitable relief.
This provision is without prejudice to any other rights that Parent may
have against the Company for any failure to perform its obligations under
this Agreement.
Section 7. Listing of Option Shares. Promptly after the occurrence of
a Company Trigger Event and from time to time thereafter if necessary, the
Company will apply to list all of the Option Shares subject to the Stock
Option on the NYSE and will use its reasonable best efforts to obtain
approval of such listing as soon as practicable.
Section 8. Registration of the Option Shares.
(a) If, within two years of the exercise of the Stock Option,
Parent requests the Company in writing to register under the Securities Act
any of the Option Shares received by Parent hereunder, the Company will use
its reasonable best efforts to cause the offering of the Option Shares so
specified in such request to be registered as soon as practicable so as to
permit the sale or other distribution by Parent of the Option Shares
specified in its request (and to keep such registration in effect for a
period of at least 90 days), and in connection therewith the Company shall
prepare and file as promptly as reasonably possible (but in no event later
than 60 days from receipt of Parent's request) a registration statement
under the Securities Act to effect such registration on an appropriate
form, which would permit the sale of the Option Shares by Parent in
accordance with the plan of disposition specified by Parent in its request.
The Company shall not be obligated to make effective more than two
registration statements pursuant to the foregoing sentence; provided,
however, that the Company may postpone the filing of a registration
statement relating to a registration request by Parent under this Section 8
for a period of time (not in excess of 90 days) if in the Company's
reasonable, good faith judgment such filing would require the disclosure of
material information that the Company has a bona fide business purpose for
preserving as confidential (but in no event shall the Company exercise such
postponement right more than once in any twelve month period).
(b) The Company shall notify Parent in writing not less than 10
days prior to filing a registration statement under the Securities Act
(other than a filing on Form S-4 or S-8 or any successor form) with respect
to any shares of Common Stock. If Parent wishes to have any portion of its
Option Shares included in such registration statement, it shall advise the
Company in writing to that effect within two business days following
receipt of such notice, and the Company will thereupon include the number
of Option Shares indicated by Parent under such Registration Statement;
provided that if the managing underwriter(s) of the offering pursuant to
such registration statement advise the Company that in their opinion the
number of shares of Common Stock requested to be included in such
registration exceeds the number which can be sold in such offering on a
commercially reasonable basis, priority shall be given to securities
intended to be registered by the Company for its own account and,
thereafter, the Company shall include in such registration Option Shares
requested by Parent to be included therein pro rata with the shares of
Common Stock intended to be included therein by other stockholders of the
Company.
(c) All expenses relating to or in connection with any
registration contemplated under this Section 8 and the transactions
contemplated thereby (including all filing, printing, reasonable
professional, roadshow and other fees and expenses relating thereto) will
be at the Company's expense except for underwriting discounts or
commissions and brokers' fees. The Company and Parent agree to enter into a
customary underwriting agreement with underwriters upon such terms and
conditions as are customarily contained in underwriting agreements with
respect to secondary distributions. The Company shall indemnify Parent, its
officers, directors, agents, other controlling persons and any underwriters
retained by Parent in connection with such sale of such Option Shares in
the customary way, and shall agree to customary contribution provisions
with such persons, with respect to claims, damages, losses and liabilities
(and any expenses relating thereto) arising (or to which Parent, its
officers, directors, agents, other controlling persons or underwriters may
be subject) in connection with any such offer or sale under the federal
securities laws or otherwise, except for information furnished in writing
by Parent or its underwriters to the Company. Parent and its underwriters,
respectively, shall indemnify the Company to the same extent with respect
to information furnished in writing to the Company by Parent and such
underwriters, respectively.
Section 9. Miscellaneous.
(a) Extension of Exercise Periods. The periods during which
Parent may exercise its rights under Sections 2 and 3 hereof shall be
extended in each such case at the request of Parent to the extent necessary
to avoid liability by Parent under Section 16(b) of the Exchange Act by
reason of such exercise.
(b) Amendments; Entire Agreement. This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto. This
Agreement, together with the Merger Agreement (including any exhibits and
schedules thereto), contains the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements and understandings, oral or written, with
respect to such transactions.
(c) Notices. All notices, requests and other communications to
either party hereunder shall be in writing (including facsimile or similar
writing) and shall be given,
if to Parent, to:
AlliedSignal Inc.
101 Columbia Road
P.O. Box 3000
Morristown, NJ 07962-2496
Attention: Peter M. Kreindler
Senior Vice President, General Counsel
and Secretary
Facsimile No.: (973) 455-4217
with a copy to:
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004-1980
Attention: Arthur Fleischer, Jr., Esq.
Charles M. Nathan, Esq.
Facsimile No.: (212) 859-4000
if to the Company, to:
Honeywell Inc.
Honeywell Plaza
Minneapolis, MN 55408
Attention: Edward D. Grayson
Vice President and General Counsel
Facsimile No.: (612) 951-3859
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022-3897
Attention: Peter Allan Atkins, Esq.
David J. Friedman, Esq.
Facsimile No.: (212) 735-2000
or to such other address or facsimile number as either party may hereafter
specify for the purpose by notice to the other party hereto. Each such
notice, request or other communication shall be effective (i) if given by
facsimile, when such facsimile is transmitted to the facsimile number
specified in this Section 9 and the appropriate facsimile confirmation is
received or (ii) if given by any other means, when delivered at the address
specified in this Section 9.
(d) Expenses. Each party hereto shall pay its own expenses
incurred in connection with this Agreement, except as otherwise
specifically provided herein and without limiting anything contained in the
Merger Agreement.
(e) Severability. If any term, provision, covenant or restriction
of this Agreement is held to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
(f) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without
regard to principles of conflicts of law.
(g) Jurisdiction. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby or
thereby may be brought in any federal or state court located in the State
of Delaware, and each of the parties hereby consents to the jurisdiction of
such courts (and of the appropriate appellate courts therefrom) in any such
suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding which is brought in any
such court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such court.
Without limiting the foregoing, each party agrees that service of process
on such party as provided in Section 9(c) shall be deemed effective service
of process on such party.
(h) Counterparts. 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 Agreement.
(i) Headings. The section headings herein are for convenience
only and shall not affect the construction hereof.
(j) Assignment. This Agreement shall be binding upon each party
hereto and such party's successors and assigns. This Agreement shall not be
assignable by the Company, but may be assigned by Parent in whole or in
part to any direct or indirect wholly-owned subsidiary of Parent, provided
that Parent shall remain liable for any obligations so assigned.
(k) Survival. All representations, warranties and covenants
contained herein shall survive the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby.
(l) Time of the Essence. The parties agree that time shall be of
the essence in the performance of obligations hereunder.
(m) Public Announcement. Parent and the Company will consult with
each other before issuing any press release or making any public statement
with respect to this Agreement and the transactions contemplated hereby and
shall not issue any press release or make any public statement without the
prior consent of the other party, which shall not be unreasonably withheld.
Notwithstanding the foregoing, any such press release or public statement
as may be required by applicable law or any listing Agreement with any
national securities exchange, may be issued prior to such consultation, if
the party making the release or statement has used its reasonable efforts
to consult with the other party.
Section 10. Profit Limitation.
(a) Notwithstanding any other provision of this Agreement or the
Merger Agreement, in no event shall Parent's Total Profit (as defined
below) exceed $400 million (the 'Maximum Amount') and, if it otherwise
would exceed such Maximum Amount, Parent at its sole election may (i) pay
cash to the Company, (ii) deliver to the Company for cancellation Option
Shares previously purchased by Parent, or (iii) any combination thereof, so
that Parent's actually realized Total Profit (as defined below) shall not
exceed the Maximum Amount after taking into account the foregoing actions.
(b) Notwithstanding any other provision of this Agreement, the
Stock Option may not be exercised for a number of Option Shares as would,
as of the date of the Stock Exercise Notice or Cash Exercise Notice, as
applicable, result in a Notional Total Profit (as defined below) of more
than the Maximum Amount and, if exercise of the Stock Option otherwise
would result in the Notional Total Profit exceeding such amount, Parent, at
its discretion, may (in addition to any of the actions specified in Section
10(a) above) increase the Exercise Price for that number of Option Shares
set forth in the Stock Exercise Notice or Cash Exercise Notice, as
applicable, so that the Notional Total Profit shall not exceed the Maximum
Amount; provided, that nothing in this sentence shall restrict any exercise
of the Stock Option permitted hereby on any subsequent date at the Exercise
Price set forth in Section 2 hereof.
(c) As used herein, the term 'Total Profit' shall mean the
aggregate amount (before taxes) of the following: (i) the cash amount
actually received by Parent pursuant to Section 10.5(a) of the Merger
Agreement less any repayment by Parent to the Company pursuant to Section
10(a)(i) hereof, (ii) (x) the net cash amounts or the fair market value of
any property received by Parent pursuant to the sale of Option Shares (or
of any other securities into or for which such Option Shares are converted
or exchanged), less (y) Parent's purchase price for such Option Shares (or
other securities) plus (iii) the aggregate amounts received by Parent
pursuant to Section 3(d).
(d) As used herein, the term 'Notional Total Profit' with respect
to any number of Option Shares as to which Parent may propose to exercise
the Stock Option shall mean the Total Profit determined as of the date of
the Stock Exercise Notice or Cash Exercise Notice, as applicable, assuming
that the Stock Option was exercised on such date for such number of Option
Shares and assuming that such Option Shares, together with all other Option
Shares previously acquired upon exercise of the Stock Option and held by
Parent and its affiliates as of such date, were sold for cash at the
closing price on the NYSE for the Common Stock as of the close of business
on the preceding trading day (less customary brokerage commissions).
Section 11. Restrictions on Certain Actions; Covenants of Parent. From
and after the date of exercise of the Stock Option (other than an exercise
contemplated by Section 3(d) hereof), in whole or part, and for as long as
Parent owns shares of Common Stock acquired pursuant to the exercise of the
Stock Option:
(a) Without the prior consent of the Board of Directors of the
Company, Parent will not, and will not permit any of its affiliates to:
(i) acquire or agree, offer or propose to acquire, ownership
(including, but not limited to, beneficial ownership as defined in
Rule 13d-3 under the Exchange Act) of more than 25% of any class of
Voting Securities (as defined in below), or any rights or options to
acquire such ownership (including from a third party);
(ii) propose a merger, consolidation or similar transaction
involving the Company;
(iii)offer or propose to purchase, lease or otherwise acquire all
or a substantial portion of the assets of the Company;
(iv) solicit or participate in the solicitation of any proxies or
consents with respect to the securities of the Company;
(v) enter into any agreements or arrangements with any third
party with respect to any of the foregoing; or
(vi) request permission to do any of the foregoing or any
permission to make any public announcement with respect to any of the
foregoing; and
(b) (i) Parent agrees to be present in person or to be
represented by proxy at all stockholder meetings of the Company so that all
shares of Voting Securities beneficially owned by it or its affiliates may
be counted for the purpose of determining the presence of a quorum at such
meetings.
(ii) Parent agrees to vote or cause to be voted all Voting
Securities beneficially owned by it or its affiliates proportionately
with the votes cast by all other stockholders present and voting.
(iii)The provisions of this Section 11 shall terminate at such
time as the Stock Option granted hereby expires without having been
exercised in whole or part. The provisions of this Section 11 shall
not apply to actions taken pursuant to the Merger Agreement. 'Voting
Securities' means the shares of Common Stock, preferred stock and any
other securities of the Company entitled to vote generally for the
election of directors or any other securities (including, without
limitation, rights and options), convertible into, exchangeable into
or exercisable for, any of the foregoing (whether or not presently
exercisable, convertible or exchangeable).
IN WITNESS WHEREOF, the Company and Parent have caused this Agreement
to be duly executed as of the day and year first above written.
ALLIEDSIGNAL INC.
By:/s/ Lawrence A. Bossidy
-----------------------
Name: Lawrence A. Bossidy
Title: Chairman and Chief Executive
Officer
HONEYWELL INC.
By: /s/ Michael R. Bonsignore
-------------------------
Name: Michael R. Bonsignore
Title: Chairman and Chief Executive
Officer
Stock Option Agreement - AlliedSignal Inc. and Honeywell Inc.
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