{"id":38475,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-alliedsignal-inc-and-lawrence-a-bossidy.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-alliedsignal-inc-and-lawrence-a-bossidy","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/agreement-alliedsignal-inc-and-lawrence-a-bossidy.html","title":{"rendered":"Agreement &#8211; AlliedSignal Inc. and Lawrence A. Bossidy"},"content":{"rendered":"<pre>\n                          AGREEMENT\n                              \n     AGREEMENT, dated as of May 6, 1994 between AlliedSignal\nInc., a Delaware corporation (the 'Corporation'), and\nLawrence A. Bossidy (the 'Executive').\n\n     WHEREAS, the Corporation and Executive are parties to\nan Agreement dated as of December 19, 1991 (the 'December\n1991 Agreement') under which Executive has served the\nCorporation in the capacities of Chairman of the Board of\nDirectors and Chief Executive Officer;\n\n     WHEREAS, the December 1991 Agreement was modified by\nletter agreement dated August 12, 1992;\n\n     WHEREAS, the Corporation desires to extend Executive's\nterm of employment through April 1, 2000, the first day of\nthe month immediately following Executive's attainment of\nage 65, and to provide an incentive for Executive to remain\nwith the Corporation through retirement and achieve\nextraordinary operating results for the benefit of the\nCorporation and its shareowners; and\n\n  WHEREAS, Executive has committed that he will remain with\nthe Corporation through retirement;\n\n     NOW, THEREFORE, in consideration of the execution and\ndelivery of these presents, the mutual promises contained\nherein and other good and valuable consideration, the\nparties hereto hereby agree that the December 1991 Agreement\nas amended is further amended and restated to read in its\nentirety as follows:\n\nSection 1.     Term and Capacity of Employment\n     (a)  The Corporation and Executive agree that Executive\nshall be employed by the Corporation from the date of this\nAgreement through April 1, 2000 under the terms set forth in\nthis Agreement.  Executive, for so long as he is elected a\nmember of and Chairman of the Board of Directors of the\nCorporation, shall perform the duties of that office.\nExecutive also shall continue as the Chief Executive Officer\nof the Corporation and shall serve in that capacity through\nthe term of this Agreement at the pleasure of the Board of\nDirectors of the Corporation.\n     (b)  During the term of his employment under this\nAgreement, Executive shall have the powers, responsibilities\nand authorities of Chief Executive Officer and Chairman of\nthe Board of Directors of the Corporation as established by\ncustom and practice on the date first set forth herein.\n     (c)  During the term of his employment under this\nAgreement, Executive shall during reasonable business hours\nperform his duties hereunder (reasonable sick leave and\nvacations excepted) and shall not during such term, without\nthe consent of the Board of Directors, engage, directly or\nindirectly, in any other business for compensation or profit\nexcept that he may, with the approval of the Board of\nDirectors of the Corporation, serve as a director of any\nother corporation which, on the advice of counsel for the\nCorporation, is not considered to be in competition with the\nCorporation for purposes of the antitrust laws, and he may\nreceive compensation therefor.\n\nSection 2.     Compensation\n     (a)  As compensation for Executive's services under\nthis Agreement, the Corporation shall, commencing on June 1,\n1994, pay Executive a salary at the rate of $2,000,000 per\nyear, payable in equal monthly installments.  Executive's\nsalary for the month of May 1994 shall be at the rate set by\nthe Board of Directors of the Corporation in October, 1992.\n\n\n\n     (b)  As further compensation, Executive shall be\neligible for awards under the AlliedSignal Inc. Incentive\nCompensation Plan for Executive Employees (the 'Incentive\nPlan') (with a target bonus opportunity of at least 80\npercent of salary) and any plan which is a successor to that\nplan.  Executive's annual incentive bonus on account of\nservice in calendar year 1994, in the event that the\nCorporation meets its financial targets for the year, shall\nbe no less than $1,850,000.\n     (c)  As further compensation, Executive shall receive\nas of May 6, 1994 the following awards under the 1993 Stock\nPlan for Employees of AlliedSignal Inc. and its Affiliates\n(the 'Stock Plan'):\n          (i)  an award of 1,500,000 Stock Options with the\nterms set forth in Exhibit A hereto; and\n          (ii) awards of 250,000, 50,000, and 75,000 Units\nwith the restrictions and conditions set forth,\nrespectively, in Exhibits B through D hereto.\n\nSection 3.     Life Insurance and Long-Term Disability\n               Benefits\n     The Corporation shall provide life insurance\ncoverage for the benefit of Executive as set forth in\nAppendix E hereto.  The Corporation shall also provide\nExecutive with long-term disability benefits as set forth in\nAppendix F hereto.\n\nSection 4.     Retirement Benefits\n     (a)  Upon termination of Executive's employment with\nthe Corporation for any reason other than death, the\nCorporation shall pay to Executive a benefit equal to (i) an\nannuity for Executive's lifetime consisting of annual\npayments, each equal to 60 percent of Executive's final\naverage compensation, reduced by the sum of the amounts of\nthe comparable annuity payable under the Corporation's\nSalaried Employees' Pension Plan and Supplemental Retirement\nPlan for Executives and Key Executives ('Supplemental\nRetirement Plan') and the comparable annuity payable under\nthe pension plans of Executive's predecessor employer\ndetermined in accordance with the provisions of paragraph\n(c) of this Section 4 and (ii) upon Executive's death, an\nannuity payable to his surviving spouse for her lifetime\nequal to 50 percent of the annuity payable for Executive's\nlifetime. The benefit payable under this paragraph (a) shall\nbe reduced by three percentage points for each full year or\na pro rata portion thereof on account of any period of less\nthan a full year that termination of Executive's employment\nprecedes Executive's sixty-second birthday.\n     (b)  In the event Executive's employment with the\nCorporation is terminated by reason of death, the\nCorporation will pay a benefit equal to an annuity for the\nlifetime of his spouse, if she shall survive, equal to 50\npercent of the monthly payments that would have been payable\npursuant to paragraph (a)(i) of this Section 4 (without\ntaking into account the reductions provided therein) for\nExecutive's lifetime if his employment had terminated at or\nafter age 62.  The benefit payable under this paragraph\nshall be reduced by the sum of (i) the Survivor Benefit\npayable under the Corporation's Executive Benefit Program,\nand (ii) the Preretirement Survivor's Benefit payable under\nthe Salaried Employees' Pension Plan and Supplemental\nRetirement Plan and (iii) any comparable benefit payable\nunder the supplementary pension plan of Executive's\npredecessor employer (net after offsetting payments under\nthe qualified pension plan and the excess benefit plan of\nsuch employer).  Any reductions provided under the preceding\nsentence shall be determined on a comparable annuity basis.\nThe benefit determined under this paragraph (b) shall be\npaid to Executive's surviving spouse, except to the extent\nhe has made a beneficiary designation to the contrary under\nparagraph (d) of this Section 4.\n  (c)  The amount of the benefits payable from the pension\nplans of Executive's predecessor employer comprising the\n\n\n\nreduction described in paragraph (a)(i) of this Section 4\nshall be determined as of the date Executive's employment\nwith the Corporation terminates and shall be equal to the\namount of the comparable annuity values of any periodic\npayments he is then receiving or may become eligible to\nreceive and the comparable annuity value of any lump-sum\npayment previously received under the qualified pension\nplan, excess benefit plan and supplementary plan of such\npredecessor employer.  With respect to any such benefits\nwhich are not then in payment status it shall be assumed for\npurposes of this determination that Executive has elected to\nreceive such benefits in the form of a comparable annuity\ncoincidental with termination of employment or the earliest\npossible date thereafter.  Provided, however, that in the\ncircumstances where Executive's employment with the\nCorporation terminates on or after his sixty-second birthday\nor Executive's employment is terminated by reason of death,\nor Executive is disabled or is the subject of an Involuntary\nTermination (as defined in Section 5 of this Agreement)\nwhile employed by the Corporation, the amount of the benefit\nsubject to determination under this paragraph (c) of Section\n4 shall be limited to the comparable annuity payable under\nthe supplementary pension plan of Executive's predecessor\nemployer (net after offsetting payments under the qualified\npension plan and the excess benefit plan of such employer).\n     (d)  Executive at any time prior to termination of his\nemployment with the Corporation (i) may elect to have any\nbenefit payable under paragraph (a) or (b) of this Section 4\npaid in the form of a lump-sum payment and (ii) may\ndesignate a beneficiary other than his surviving spouse to\nreceive any benefit payable under paragraph (b) of this\nSection 4.  The elections provided by (i) and (ii) may be\nmade at the same time or different times. The amount of such\nlump-sum payment shall be equal to the present value of the\nbenefit determined to be payable to, or on behalf of,\nExecutive under paragraph (a) or (b) of this Section 4 as of\nthe date Executive's employment is terminated.  For purposes\nof this paragraph (d), 'present value' shall be determined\nby application of the interest rate and mortality\nassumptions utilized under the Corporation's Supplemental\nRetirement Plan. Any election by Executive under this\nparagraph (d) may be revoked any time prior to termination\nof his employment and a new election may be made at that\ntime or any time thereafter prior to such termination.  A\ndesignation or change of beneficiary under this paragraph\n(d) must be in writing on forms authorized by the\nCorporation, must be executed by the Executive and will not\nbe effective until filed with the Corporation.\n     (e)  Any benefit which becomes payable pursuant to this\nSection 4, shall be paid by the Corporation (i) in the case\nof a benefit determined pursuant to paragraph (a) or\nparagraph (b) of this Section 4, commencing on a date, and\n(ii) in the case of a lump-sum benefit described in\nparagraph (d) of this Section 4, on a date, which is not\nlater than the first day of the month immediately following\nthe month in which Executive's employment with the\nCorporation terminates.\n     (f)  Solely for the purposes of this Section 4 and for\nno other purpose:  'employment' or 'while in the employ' of\nthe Corporation shall include any period during which\nseverance payments are payable under the Corporation's\nSeverance Plan for Senior Executives (the 'Severance Plan')\nor disability payments are payable under the arrangements\ndescribed in Appendix F of this Agreement; references to\nemployment being 'terminated' refer to termination whether\nvoluntary or involuntary on the part of Executive or at the\nrequest of the Corporation; 'comparable annuity' means an\nannuity payable for the joint lifetimes of Executive and his\nspouse, with a benefit payable to Executive's\nsurviving spouse for the period following his death which is\nequal to one-half of the benefit payable for Executive's\nlifetime; 'total compensation' means salary, short term\nincentive compensation awards (which in the case of short\nterm incentive compensation paid on account of service in\n1991 shall be deemed to equal the greater of $800,000 or the\namount of short term incentive compensation actually paid to\nhim by the Corporation on account of service in 1991), any\nadditional payments in respect of incentive compensation,\nand annual severance payments pursuant to the Severance\n     \n\n\nPlan, but excluding in all circumstances any incentive\ncompensation payments attributable to long-term awards; and\n'final average compensation' means the average of\nExecutive's highest three calendar years' total\ncompensation, provided that if Executive does not receive\ncompensation from the Corporation for at least three\ncalendar years, then 'final average compensation' shall be\nthe sum of the total compensation received by Executive in\nrespect of the period he is employed by the Corporation\ndivided by three; except that if prior to December 31, 1994\nExecutive's employment terminates due to death or\nInvoluntary Termination (as such term is defined in the\nSeverance Plan as modified in Executive's case by Section 5\nof this Agreement) the average of Executive's highest three\ncalendar years' of total compensation shall be deemed to be\nequal to the greater of $1,800,000 or the average of the\ntotal compensation received by him for the full calendar\nyears he is employed by the Corporation.  The foregoing\ndefinitions shall not apply for purposes of computing the\nannual benefit payable to Executive under the Corporation's\nSalaried Executives' Pension Plan; such computation shall be\nmade in accordance with the Corporation's usual policies.\n\nSection 5.     Early Termination\n     In the event of the termination of Executive's\nemployment, the consequences of such termination shall be\ndetermined in accordance with the Severance Plan, which is\nincorporated by reference in this Agreement, with the\nadditions and modifications in respect of the Executive as\nset forth below. 'Severance Period' for purposes of the\nSeverance Plan shall, in Executive's case, be thirty-six\nmonths.  'Severance Pay Factor' for purposes of the\nSeverance Plan shall, in Executive's case, be equal to the\nnumber of months of Executive's Severance Period.\n'Involuntary Termination' for purposes of the Severance Plan\nand this Agreement shall have the meaning set forth in\nSection 2.14, or if applicable Section 8.04, of the\nSeverance Plan, as modified by application of the term\n'Gross Cause' as defined in this Section 5, and shall, in\nExecutive's case, also mean termination of Executive's\nemployment at the initiative of Executive within six months\nfollowing (i) any act or failure to act by the Board of\nDirectors of the Corporation which would cause Executive (A)\nto be removed from the office of Chief Executive Officer or\nthe office of Chairman of the Board of Directors on a date\nearlier than Executive's sixty-fifth birthday or (B) to not\nbe nominated for election as a director by the shareowners\nof the Corporation at any meeting of shareowners of the\nCorporation held for that purpose on a date earlier than\nExecutive's sixty-fifth birthday; (ii) any significant\ndiminution in the powers, responsibilities and authorities\ndescribed in Section 1(b) of this Agreement; or (iii) the\nfailure of the Corporation to obtain, within 45 days after a\nmerger, consolidation, sale or similar transaction, the\nwritten assumption of its obligation to perform this\nAgreement by any successor.  'Gross Cause' for purposes of\nthe Severance Plan and this Agreement shall, in Executive's\ncase mean (i) conviction of a felony; or (ii) willful gross\nneglect or willful gross misconduct in carrying out\nExecutive's duties resulting, in either case, in material\neconomic harm to the Corporation, unless Executive believed\nin good faith that such act or non-act was in the best interests\nof the Corporation.  Notwithstanding the provisions of Sections\n4.05 and 10.03 of the Severance Plan, Executive shall not forfeit\nany benefits unless he is guilty of Gross Cause as defined in this\nSection 5.\n\nSection 6.     Participation in Other Benefit Plans and\n               Compensation Arrangements\n     While employed by the Corporation, Executive shall be\nentitled to participate in each of the Corporation's plans\nfor the benefit of its salaried employees and in all other\ncompensation arrangements or programs which are or may\nhereafter be made available to the senior executives of the\n\n\n\nCorporation. It is anticipated that Executive will incur\nexpenses necessary to the discharge of his duties hereunder,\nand the Corporation shall reimburse Executive for those\nexpenses, in accordance with its established policies and\nsuch other arrangements as may be approved by the\nCorporation from time to time.\n\nSection 7.     Resolution of Disputes\n     Any disputes arising under or in connection with this\nAgreement shall, at the election of Executive, be resolved\nby arbitration, to be held in Manhattan, in accordance with\nthe rules and procedures of the American Arbitration\nAssociation. All costs, fees and expenses of any arbitration\nin connection with this Agreement that results in any\ndecision requiring the Corporation to make a payment to\nExecutive shall be borne by, and be the obligation of, the\nCorporation.\n\nSection 8.     Survivorship\n     The respective rights and obligations of the parties\nhereunder shall survive any termination of Executive's\nemployment to the extent necessary to effect the intended\npreservation of such rights and obligations.\n\nSection 9.     Entire Agreement, Governing Law\n     (a)  This Agreement embodies the entire agreement of\nthe parties hereto, and it may be modified only by an\nagreement in writing signed by both parties.\n     (b)  This Agreement shall be interpreted and governed\nby the laws of the State of New York without reference to\nprinciples of conflict of laws.\n\nSection 10.    Undertaking by Corporation in Case of Sale or\n               Liquidation of Assets\n     The Corporation agrees that, in the event of the sale\nor liquidation of all or substantially all of the assets of\nthe Corporation, it shall take whatever action it legally\ncan in order to cause the assignee or transferee of such\nassets expressly to assume the liabilities, obligations and\nduties of the Corporation hereunder.\n\n     IN WITNESS WHEREOF, AlliedSignal Inc. has caused this\nAgreement to be signed in its corporate name by one of its\ndirectors and its corporate seal to be hereunto affixed and\nto be attested by its General Counsel, and Lawrence A.\nBossidy has hereunto set his hand, all as of the day and\nyear first above written.\n\n\n[Corporate Seal]                AlliedSignal Inc.\n\n\n\n\n\nAttest:\n\n\/s\/ Peter M. Kreindler          By:  \/s\/ Delbert C. Staley\n- ----------------------          --------------------------\nGeneral Counsel                 Delbert C. Staley,\n                                Director and Chairman\n                                of the Management\n                                Development and\n                                Compensation Committee\n\n\n                                \/s\/ L. A. Bossidy\n                                -------------------\n                                Lawrence A. Bossidy\n\n\n\n\n\n            APPENDIX A TO EMPLOYMENT AGREEMENT OF\n                     LAWRENCE A. BOSSIDY\n                              \n                1993 Stock Plan for Employees\n           of AlliedSignal Inc. and its Affiliates\n                              \n                      OPTION AGREEMENT\n          (With Limited Stock Appreciation Rights)\n                              \n                              \n     OPTION AGREEMENT made in Morris Township, New Jersey,\nas of the 6th day of May 1994 between AlliedSignal Inc., a\nDelaware corporation (the 'Corporation') and Lawrence A.\nBossidy, a regular full-time employee of the Corporation\n(the 'Executive').\n\n     1.   The Corporation has this day granted to the\nExecutive the option (the 'Option') to purchase all or any\npart of an aggregate of 1,500,000 shares of its common stock\n(the 'Common Stock') and limited stock appreciation rights\n(the 'Limited Rights') with respect to all such shares under\nthe 1993 Stock Plan for Employees of AlliedSignal Inc. and\nits Affiliates (the 'Stock Plan'), subject to the provisions\nof this Agreement.  The Executive hereby accepts the grant\nand agrees to be bound by the terms and conditions of this\nAgreement with respect thereto.\n\n    2.   The purchase price of the shares of Common Stock\ncovered by the Option shall be $34.38 per share.\n\n     3.   The term of the Option and the Limited Rights\nshall be for a period of ten years from the date hereof,\nsubject to earlier termination or cancellation as provided\nin the Stock Plan or this Agreement.\n\n     4.   The Option is a non-qualified Option for federal\nincome tax purposes.\n\n     5.   The Option shall become exercisable as to 100% of\nthe covered shares at the earliest of the Executive's\nattainment of age 65, the Executive's death or total\ndisability (as defined in the Stock Plan) or on April 1st of\nthe calendar year immediately following the occurrence of a\nQualifying Event.  For purposes of this Agreement\n'Qualifying Event' shall mean a series of three consecutive\ncalendar years beginning after 1993, as to each of which the\nCorporation has reported an annual rate of growth in\nConsolidated Earnings Per Share equal to or greater than 15%\nover the prior year's Consolidated Earnings Per Share.  For\npurposes of this Agreement 'Consolidated Earnings Per Share'\nfor a calendar year shall mean consolidated net income for\nthat year as shown on the consolidated statement of income\nfor the Corporation, adjusted to omit the effects of\nextraordinary items, gain or loss on the disposal of a\nbusiness segment(other than provisions for operating losses\nor income during the phase-out period), unusual or\ninfrequently occurring events or transactions and the\ncumulative effects of changes in accounting principles,\nall as determined in accordance with generally accepted\naccounting principles; divided by the weighted average\nnumber of outstanding shares of Common Stock for the\ncalendar year.  Prior thereto, the Option shall become\nexercisable in cumulative installments as follows:  to the\nextent of 10% of the number of shares specified in paragraph\n1 of this Agreement on each of  May 6, 1995, May 6, 1996,\nMay 6, 1997, May 6, 1998 and May 6, 1999.\n\n\n\n     6.   Exercise of the Option is subject to the\nconditions that to the extent required at the time of exercise\n(a) the shares of Common Stock covered by the Option shall be duly\nlisted, upon official notice of issuance, upon the New York\nStock Exchange and (b) a Registration Statement under the\nSecurities Act of 1933 with respect to such shares shall be\neffective.\n\n     7.   The Option and the Limited Rights shall not be\ntransferable by the Executive otherwise than by will, the\nlaws of descent and distribution, or by transfer to a member\nor members of the Executive's immediate family as provided\nin paragraph 14 of the Plan, and the Option may be exercised\nduring the lifetime of the Executive only by the Executive,\nby the Executive's guardian or legal representative or by an\nimmediate family member transferee.\n\n     8.   If and to the extent that the Option is\nexercisable, upon the occurrence of an acceleration date\n(as defined in the Stock Plan) the Limited Rights shall entitle \nthe Executive to receive a cash payment as described in the\nStock Plan.  The Option shall cease to be exercisable to the\nextent of the number of shares of Common Stock with respect\nto which the Executive receives such cash payment.\n\n     9.   Nothing in this Agreement or the Stock Plan shall\nconfer upon the Executive any right to continue in the\nemploy of the Corporation, any of its subsidiaries or any\nparent or interfere in any way with the right of the\nCorporation, any such subsidiary or parent to terminate such\nemployment at any time.\n\n     10.  Subject to the terms and conditions of this\nAgreement, the Option may be exercised by written notice to\nthe Corporation, at 101 Columbia Road, Morristown, New\nJersey 07962, attention of the Director-Compensation, Shared\nServices Department, who will also have forms available for\nany such exercise.\n\n     11.  The Corporation shall have the right, prior to the\npayment of cash in connection with the Limited Rights or the\nissuance of any shares or the payment of cash in connection\nwith the exercise of the Option, to withhold or require\npayment by the Executive of any amounts necessary to satisfy\napplicable tax requirements.\n\n     12.  Except as otherwise provided in this Agreement,\nthe exercise of the Option and the receipt of any cash\npayment as the holder of Limited Rights are subject to the\nprovisions of the Stock Plan, as the Stock Plan may be\namended from time to time, and any rules and regulations\nwhich may be prescribed thereunder, provided that, unless\notherwise required by law, no amendment may, without the\nconsent of the Executive, adversely affect the rights of the\nExecutive under this Agreement.  A copy of the Stock Plan,\nas in effect on the date hereof, and the prospectus, dated\nDecember 20, 1993, have been delivered to the  Executive,\nreceipt of which is hereby acknowledged by the Executive.\n\n     13.  The Corporation and the Executive agree that the\nvalidity, performance, interpretation and other incidents of\nthis Agreement shall be governed by the law of the State of\nDelaware.\n\n\n\n\n     IN WITNESS WHEREOF, the Corporation has caused this\nAgreement to be duly executed by its Chairman of the\nManagement Development and Compensation Committee, and the\nExecutive has duly executed this Agreement, all as of the\nday and year first above written.\n\n\n                              AlliedSignal Inc.\n\n\n\n\n\/s\/ L.A. Bossidy              By:  \/s\/ Delbert C. Staley\n- -------------------                --------------------------\nLawrence A. Bossidy                Delbert C. Staley\n                                   Director and\n                                   Chairman, Management\n                                   Development and\n                                   Compensation\n                                   Committee\n                                   \n\n                                   \n\n                                   \n              APPENDIX B TO EMPLOYMENT AGREEMENT OF\n                       LAWRENCE A. BOSSIDY\n                       \n                1993 Stock Plan for Employees of\n              AlliedSignal Inc. and its Affiliates\n              \n                     RESTRICTED UNIT AGREEMENT\n              \n              \n              \n      RESTRICTED UNIT AGREEMENT made in Morris\nTownship, New Jersey as of the 6th day of May 1994 between\nAlliedSignal Inc., a Delaware corporation (the 'Corporation') \nand Lawrence A. Bossidy, a regular full-time employee of the\nCorporation (the 'Executive').\n\n     1.   The Corporation hereby awards to the Executive\n250,000 Restricted  Units under the 1993 Stock Plan for\nEmployees of AlliedSignal Inc. and its Affiliates (the\n'Plan'), subject to the provisions of this Agreement.  The\naward shall be effective as of May 6, 1994.  The Executive\nhereby accepts the award and agrees to be bound by the terms\nand conditions of this Agreement with respect thereto.\n\n     2.   The Corporation shall establish and maintain a\nRestricted Unit account for and on behalf of the Executive\nand shall record in such account the number of Restricted\nUnits awarded to the Executive.  The Executive shall be paid\ncurrently an amount equal to the cash dividends paid by the\nCorporation upon one share of its common stock (the 'Common\nStock') for each Restricted Unit then credited to the\nExecutive's account ('Dividend Equivalents').  Any Dividend\nEquivalents not paid currently to the Executive shall be\ncredited to the Executive's account, shall not be subject to\nforfeiture and may bear interest at a rate and subject to\nsuch terms as determined by the Management Development and\nCompensation  Committee (the 'Committee').  No shares of\nCommon Stock shall be issued to the Executive at the time\nthe award is made, and the Executive shall not be, nor have\nany of the rights or privileges of, a shareowner of the\nCorporation with respect to any Restricted Units recorded in\nthe account.\n\n     3.   Unless otherwise provided by law, the Executive\nshall not have a disposable interest in the Restricted Unit\naccount, and any attempted disposition of the account by the\nExecutive, whether by transfer, alienation, anticipation,\npledge, encumbrance, assignment or any other means, whether\nsuch disposition be voluntary, or involuntary, or by\njudgment, levy, attachment, garnishment or any other legal\nor equitable proceedings (including bankruptcy), shall be\nnull and void and have no effect.\n\n     4.   The Executive shall not have any interest in any\nfund or specific asset of the Corporation by reason of this\naward or the Restricted Unit account established for the\nExecutive.\n\n     5.   The restrictions applicable to the Restricted Units\nshall lapse on April 1st of the calendar year immediately\nfollowing the occurrence of a Qualifying Event.  For\npurposes of this Agreement, 'Qualifying Event' shall mean a\nseries of three consecutive calendar years beginning after\n1993, as to each of which the Corporation has reported an\nannual rate of growth in Consolidated Earnings Per Share\nequal to or greater than 15% over the prior year's\nConsolidated Earnings Per Share.  For purposes of this\nAgreement 'Consolidated Earnings Per Share' for a calendar\nyear shall mean consolidated net income for that year as\nshown on the consolidated statement of income for the\n\n\n\nCorporation, adjusted to omit the effects of extraordinary\nitems, gain or loss on the disposal of a business\nsegment(other than provisions for operating losses or income\nduring the phase-out period), unusual or infrequently\noccurring events and transactions and the cumulative effects\nof changes in accounting principles, all as determined in\naccordance with generally accepted accounting principles;\ndivided by the weighted average number of outstanding shares\nof Common Stock for the calendar year.  However, all\nrestrictions applicable to the Restricted Units shall lapse\nor terminate upon the Executive's death, total disability\n(as defined in the Plan), attainment of age 65 or the\noccurrence of an acceleration date (as defined in the Plan).\nNothing in this Agreement shall limit the discretion of the\nCommittee to shorten or terminate the period during which\nrestrictions shall be applicable to any of the Restricted\nUnits or to waive any conditions for the lapse or\ntermination of restrictions with respect to all or any\nportion of the Restricted Units.\n\n     6.   Except as otherwise provided in this Agreement, if\nthe Executive does not remain a regular full-time employee\nof the Corporation, any of its subsidiaries or any parent or\nany combination thereof until the lapse or termination of\nthe restrictions applicable to the Restricted Units, the\nRestricted Units with respect to which the restrictions have\nnot lapsed or terminated shall be forfeited and all rights\nof the Executive with respect to such Restricted Units shall\nterminate.   Nothing in this Agreement or the Plan shall\nconfer upon the Executive any right to continue in the\nemploy of the Corporation, any of its subsidiaries or any\nparent or interfere in any way with the right of the\nCorporation, any such subsidiary or parent to terminate such\nemployment at any time.\n\n     7.   Except upon the occurrence of an acceleration date\nand except as otherwise provided in this Agreement, the\nCorporation shall, as soon as practicable following the\nlapse or termination of restrictions applicable to any\nportion of the Restricted Units, deliver to the Executive or\nthe Executive's beneficiary or estate, as the case may be,\none share of Common Stock for each Restricted Unit with\nrespect to which the restrictions have lapsed ('vested\nunit') and cash equal to any Dividend Equivalents\ncredited to the Executive's account with respect to each\nsuch vested unit and the interest thereon; provided,\nhowever, that the Committee may, in its sole discretion,\nelect to pay cash or part cash and part Common Stock in lieu\nof delivering only Common Stock for the vested units.  If a\ncash payment is made in lieu of delivering Common Stock, the\namount of such cash payment shall be equal to the mean\nbetween the highest and lowest sales prices of the Common\nStock as reported on the New York Stock Exchange Composite\nTape for the date on which payment is made, or if there are\nno sales on such date, on the next preceding day on which\nthere were sales.\n\n     8.   If the Executive desires that payment of vested\nunits (and any Dividend Equivalents credited to the\nExecutive's account with respect to such vested units and\nthe interest thereon) be made at a date later than that\nprovided in paragraph 7 of this Agreement, the Executive\nshall, prior to the date on which the restrictions\napplicable to such units lapse or terminate, make a request\nin writing to the Committee to have such payment\ndeferred.  The Executive shall submit a suggested payment\nschedule with the request for deferment.  The Committee may,\nin its sole discretion, determine whether to permit such\ndeferment of payment in the manner requested by the\nExecutive.  Should a deferred payment schedule not be\naccepted, then payment shall be made in accordance with the\nprovisions of paragraph 7 of this Agreement. Any deferred\npayment schedule accepted by the Committee shall be binding\non the Executive and may not thereafter be revoked. However,\nwhen circumstances are deemed justifiable by the Committee,\nit may, upon agreement with the Executive or the Executive's\n\n\n\n\nestate, make payment of the  account other than in\nstrict compliance with the deferred payment schedule.\n\n     9.   Upon the occurrence of an acceleration date (as\ndefined in the Plan), all outstanding vested units\n(including Restricted Units whose restrictions have lapsed\nas a result of the occurrence of such acceleration date and\nvested units where payment was previously deferred) shall be\nconverted into cash as soon as practicable but in no event\nlater than 90 days after such acceleration date in an amount\nequal to the total number of vested units credited to the\nExecutive's account multiplied by the 'Multiplication\nFactor' (as defined in the Plan).  All vested units and\ncredited Dividend Equivalents (other than vested units and\ncredited Dividend Equivalents where payment was previously\ndeferred and no election was made for a lump sum payment)\nshall be payable in cash as soon as practicable but in no\nevent later than 90 days after such acceleration date.\n\n     10.  The Corporation shall have the right, prior to the\ncrediting or payment of any Dividend Equivalent, the\nissuance or delivery of any shares of Common Stock or the\npayment of cash in lieu of shares hereunder, to withhold or\nrequire payment by the Executive of any amounts necessary to\nsatisfy applicable tax requirements.\n\n     11.  This Agreement is subject to the provisions of the\nPlan as it may be amended from time to time, and any rules\nand regulations which may be prescribed thereunder by the\nCommittee, provided that, unless otherwise required by law,\nno amendment may, without the consent of the Executive,\nadversely affect the rights of the Executive under this\nAgreement.  A copy of the Plan, as in effect on the date\nhereof, and the prospectus, dated December 20, 1993, have\nbeen delivered to the Executive, receipt of which is hereby\nacknowledged by the Executive.\n\n     12.  The Corporation and the Executive agree that the\nvalidity, performance, interpretation and other incidents of\nthis Agreement shall be governed by the law of the State of\nDelaware.\n\n     IN WITNESS WHEREOF, the Corporation has caused this\nAgreement to be duly executed by its Chairman of the\nManagement Development and Compensation Committee, and the\nExecutive has duly executed this Agreement, all as of the\nday and year first above written.\n\n                              AlliedSignal Inc.\n\n\n\n\n\n\/s\/ L.A. Bossidy              By:  \/s\/ Delbert C. Staley\n- -------------------           --------------------------\nLawrence A. Bossidy           Delbert C. Staley\n                              Director and Chairman,\n                              Management Development\n                              and Compensation\n                              Committee\n                              \n\n\n\n              APPENDIX C TO EMPLOYMENT AGREEMENT OF\n                       LAWRENCE A. BOSSIDY\n                       \n                1993 Stock Plan for Employees of\n              AlliedSignal Inc. and its Affiliates\n              \n                    RESTRICTED UNIT AGREEMENT\n              \n              \n              \n      RESTRICTED UNIT AGREEMENT made in Morris Township, New\nJersey as of the 6th day of May 1994 between AlliedSignal\nInc., a Delaware corporation (the 'Corporation') and\nLawrence A. Bossidy, a regular full-time employee of the\nCorporation (the 'Executive').\n\n     1.   The Corporation hereby awards to the Executive\n50,000 Restricted  Units under the 1993 Stock Plan for\nEmployees of AlliedSignal Inc. and its Affiliates (the\n'Plan'), subject to the provisions of this Agreement.  The\naward shall be effective as of May 6, 1994.  The Executive\nhereby accepts the award and agrees to be bound by the terms\nand conditions of this Agreement with respect thereto.\n\n     2.   The Corporation shall establish and maintain a\nRestricted Unit account for and on behalf of the Executive\nand shall record in such account the number of Restricted\nUnits awarded to the Executive.  The Executive's Restricted\nUnit account shall be credited currently with an amount\nequal to the cash dividends paid  by the Corporation upon\none share of its common stock (the 'Common Stock') for each\nRestricted Unit then credited to the Executive's account\n('Dividend Equivalents'). Dividend Equivalents credited to\nthe Executive's account shall be subject to the same\nrestrictions applicable to the Restricted Units and bear\ninterest at a rate and subject to such terms as determined\nby the Management Development and Compensation Committee\n(the 'Committee').  No shares of Common Stock shall be\nissued to the Executive at the time the award is made, and\nthe Executive shall not be, nor have any of the rights or\nprivileges of, a shareowner of the Corporation with respect\nto any Restricted Units recorded in the account.\n\n     3.   Unless otherwise provided by law, the Executive\nshall not have a disposable interest in the Restricted Unit\naccount, and any attempted disposition of the account by the\nExecutive, whether by transfer, alienation, anticipation, pledge,\nencumbrance, assignment or any other means, whether such\ndisposition be voluntary, or involuntary, or by judgment,\nlevy, attachment, garnishment or any other legal or\nequitable proceedings (including bankruptcy), shall be null\nand void and have no effect.\n\n     4.   The Executive shall not have any interest in any\nfund or specific asset of the Corporation by reason of this\naward or the Restricted Unit account established for the\nExecutive.\n\n     5.   Any provision of the Plan to the contrary\nnotwithstanding, the restrictions applicable to the\nRestricted Unit account shall lapse solely on April 1st of\nthe first calendar year immediately following the occurrence\nof a Qualifying Event.  For purposes of this Agreement\n'Qualifying Event' shall mean a series of four consecutive\ncalendar years beginning after 1993, as to each of which the\nCorporation has reported an annual rate of growth in\nConsolidated Earnings Per Share equal to or greater than 15%\nover the prior year's Consolidated Earnings Per Share.  For\npurposes of this Agreement 'Consolidated Earnings Per Share'\nfor a calendar year shall mean consolidated net income for\n\n\n\n\nthat year as shown on the consolidated statement of income\nfor the Corporation, adjusted to omit the effects of\nextraordinary items, gain or loss on the disposal of a\nbusiness segment(other than provisions for operating losses\nor income during the phase-out period), unusual or\ninfrequently occurring events and transactions and the\ncumulative effects of changes in accounting principles, all\nas determined in accordance with generally accepted\naccounting principles; divided by the weighted average\nnumber of outstanding shares of Common Stock for the\ncalendar year.  Nothing in this Agreement shall limit the\ndiscretion of the Committee to shorten or terminate the\nperiod during which restrictions shall be applicable to the\nRestricted Unit account or to waive any conditions for the\nlapse or termination of restrictions with respect to all or\nany portion of the Restricted Unit account.\n\n  6.   If the Executive does not remain a regular full-time\nemployee of the Corporation, any of its subsidiaries or any\nparent or any combination thereof until the lapse or\ntermination of the restrictions applicable to the Restricted\nUnit account, the Restricted Unit account shall be forfeited\nand all rights of the Executive thereto shall terminate.\nNothing in this Agreement or the Plan shall confer upon the\nExecutive any right to continue in the employ of the\nCorporation, any of its subsidiaries or any parent or\ninterfere in any way with the right of the Corporation, any\nsuch subsidiary or parent to terminate such employment at\nany time.\n\n     7.   Unless the Executive has made an election to the\ncontrary as provided in paragraph 8, the Corporation shall,\nas soon as practicable following the lapse or termination of\nrestrictions applicable to any portion of the Restricted\nUnits, deliver to the Executive or the Executive's\nbeneficiary or estate, as the case may be, one share of\nCommon Stock for each Restricted Unit with respect to which\nthe restrictions have lapsed ('vested unit') and cash equal\nto any Dividend Equivalents credited to the Executive's\naccount with respect to each such vested unit and the\ninterest thereon; provided, however, that the Committee may,\nin its sole discretion, elect to pay cash or part cash and\npart Common Stock in lieu of delivering only Common Stock\nfor the vested units.   If a cash payment is made in lieu of\ndelivering Common Stock, the amount of such cash payment\nshall be equal to the mean between the highest and lowest\nsales prices of the Common Stock as reported on the New York\nStock Exchange Composite Tape for the date on which payment\nis made, or if there are no sales on such date, on the next\npreceding day on which there were sales.\n\n     8.   If the Executive desires that payment of vested\nunits (and any Dividend Equivalents credited to the\nExecutive's account with respect to such vested units and\nthe interest thereon) be made at a date later than that\nprovided in paragraph 7 of this Agreement, the Executive\nshall, prior to the date on which the restrictions\napplicable to such units lapse or terminate, make a request\nin writing to the Committee to have such payment\ndeferred.  The  Executive shall submit a suggested payment\nschedule with the request for deferment.  The Committee may,\nin its sole discretion, determine whether to permit such\ndeferment of payment in the manner requested by the\nExecutive.  Should a deferred payment schedule not be\naccepted, then payment shall be made in accordance with the\nprovisions of paragraph 7 of this Agreement. Any deferred\npayment schedule accepted by the Committee shall be binding\non the Executive and may not thereafter be revoked. However,\nwhen circumstances are deemed justifiable by the Committee,\nit may, upon agreement with the Executive or the Executive's\nestate, make payment of the account other than in strict\ncompliance with the deferred payment schedule.\n\n     9.   Upon the occurrence of an acceleration date (as\ndefined in the Plan), all outstanding vested units\n(including vested units where payment was previously\n\n\n\ndeferred) shall be converted into cash as soon as\npracticable but in no event later than 90 days after such\nacceleration date in an amount equal to the total number of\nvested units credited to the Executive's account multiplied\nby the 'Multiplication Factor' (as defined in the Plan).\nAll vested units and credited Dividend Equivalents (other\nthan vested units and credited Dividend Equivalents where\npayment was previously deferred and no election was made for\na lump sum payment) shall be payable in cash as soon as\npracticable but in no event later than 90 days after such\nacceleration date.\n\n     10.  The Corporation shall have the right, prior to the\ncrediting or payment of any Dividend Equivalent, the\nissuance or delivery of any shares of Common Stock or the\npayment of cash in lieu of shares hereunder, to withhold or\nrequire payment by the Executive of any amounts necessary to\nsatisfy applicable tax requirements.\n\n     11.  Except as otherwise provided herein, this\nAgreement is subject to the provisions of the Plan as it may\nbe amended from time to time, and any rules and regulations\nwhich may be prescribed thereunder by the Committee,\nprovided that, unless otherwise required by law, no\namendment may, without the consent of the Executive,\nadversely affect the rights of the Executive under this\nAgreement.  A copy of the Plan, as in effect on the date\nhereof, and the prospectus, dated December 20, 1993, have\nbeen delivered to the Executive, receipt of which is hereby\nacknowledged by the Executive.\n\n     12.  The Corporation and the Executive agree that the\nvalidity, performance, interpretation and other incidents of\nthis Agreement shall be governed by the law of the State of\nDelaware.\n\n     IN WITNESS  WHEREOF, the Corporation has caused this\nAgreement to be duly executed by its Chairman of the\nManagement Development and Compensation Committee, and the\nExecutive has duly executed this Agreement, all as of the\nday and year first above written.\n\n\n\n                              AlliedSignal Inc.\n\n\/s\/ L.A. Bossidy              By:  \/s\/ Delbert C. Staley\n- -------------------           --------------------------\nLawrence A. Bossidy           Delbert C. Staley\n                              Director and\n                              Chairman, Management\n                              Development and\n                              Compensation Committee\n\n\n\n              APPENDIX D TO EMPLOYMENT AGREEMENT OF\n                       LAWRENCE A. BOSSIDY\n                       \n                1993 Stock Plan for Employees of\n              AlliedSignal Inc. and its Affiliates\n              \n              \n                    RESTRICTED UNIT AGREEMENT\n              \n              \n              \n      RESTRICTED UNIT AGREEMENT made in Morris Township, \nNew Jersey as of the 6th day of May 1994 between AlliedSignal\nInc., a Delaware corporation (the 'Corporation') and\nLawrence A. Bossidy, a regular full-time employee of the\nCorporation (the 'Executive').\n\n     1.   The Corporation hereby awards to the Executive\n75,000 Restricted Units under the 1993 Stock Plan for\nEmployees of AlliedSignal Inc. and its Affiliates (the\n'Plan'), subject to the provisions of this Agreement.  The\naward shall be effective as of May  6, 1994.  The Executive\nhereby accepts the award and agrees to be bound by the terms\nand conditions of this Agreement with respect thereto.\n\n     2.   The Corporation shall establish and maintain a\nRestricted Unit account for and on behalf of the Executive\nand shall record in such account the number of Restricted\nUnits awarded to the Executive.  The Executive's Restricted\nUnit account shall be credited currently with an amount\nequal to the cash dividends paid by the Corporation upon one\nshare of its common stock  (the 'Common Stock') for each\nRestricted Unit then credited to the Executive's account\n('Dividend Equivalents'). Dividend Equivalents credited to\nthe Executive's account shall be subject to the same\nrestrictions applicable to the Restricted Units and bear\ninterest at a rate and subject to such terms as determined\nby the Management Development and Compensation Committee\n(the 'Committee').  No shares of Common Stock shall be\nissued to the Executive at the time the award is made, and\nthe Executive shall not be, nor have any of the rights or\nprivileges of, a shareowner of  the Corporation with respect\nto any Restricted Units recorded in the account.\n\n     3.   Unless otherwise provided by law, the Executive\nshall not have a disposable interest in the Restricted Unit\naccount, and any attempted disposition of the account by the\nExecutive, whether by transfer, alienation, anticipation,\npledge, encumbrance, assignment or any other means, whether\nsuch disposition be voluntary, or involuntary, or by\njudgment, levy, attachment, garnishment or any other legal\nor equitable proceedings (including bankruptcy), shall be\nnull and void and have no effect.\n\n     4.   The Executive shall not have any interest in any\nfund or specific asset of the Corporation by reason of this\naward or the Restricted Unit account established for the\nExecutive.\n\n     5.   Any provision of the Plan to the contrary\nnotwithstanding, the restrictions applicable to the\nRestricted Unit account shall lapse solely on April 1st of\nthe first calendar year immediately following the occurrence\nof a Qualifying Event.  For purposes of this Agreement,\n'Qualifying Event' shall mean a series of five consecutive\ncalendar years beginning after 1993, as to each of which the\nCorporation has reported an annual rate of growth in\nConsolidated Earnings Per Share equal to or greater than 15%\nover the prior year's Consolidated Earnings Per Share.  For\npurposes of this Agreement, 'Consolidated Earnings Per\nShare' for a calendar year shall mean consolidated net\n\n\n\nincome for that year as shown on the consolidated statement\nof income for the Corporation, adjusted to omit the effects\nof extraordinary items, gain or loss on the disposal of a\nbusiness segment(other than provisions for operating losses\nor income during the phase-out period), unusual or\ninfrequently occurring events and transactions and the\ncumulative effects of changes in accounting principles, all\nas determined in accordance with generally accepted\naccounting principles; divided by the weighted average\nnumber of outstanding shares of Common Stock for the\ncalendar year.  Nothing in this Agreement shall limit the\ndiscretion of the Committee to shorten or terminate the\nperiod during which restrictions shall be applicable to the\nRestricted Unit account or to waive any conditions for the\nlapse or termination of restrictions with respect to all or\nany portion of the Restricted Unit account.\n\n     6.   If the Executive does not remain a regular full-time\nemployee of the Corporation, any of its subsidiaries or any\nparent or any combination thereof until the lapse or\ntermination of the restrictions applicable to the Restricted\nUnit account, the Restricted Unit account shall be forfeited\nand all rights of the Executive thereto shall terminate.\nNothing in this Agreement or the Plan shall confer upon the\nExecutive any right to continue in the employ of the\nCorporation, any of its subsidiaries or any parent or\ninterfere in any way with the right of the Corporation, any\nsuch subsidiary or parent to terminate such employment at\nany time.\n\n     7.   Unless the Executive has made an election to the\ncontrary as provided in paragraph 8, the Corporation shall,\nas soon as practicable following the lapse or termination of\nrestrictions applicable to any portion of the Restricted\nUnits, deliver to the Executive or the Executive's\nbeneficiary or estate, as the case may be, one share of\nCommon Stock for each Restricted Unit with respect to which\nthe restrictions have lapsed ('vested unit') and cash equal\nto any Dividend Equivalents credited to the Executive's\naccount with respect to each such vested unit and the\ninterest thereon; provided, however, that the Committee may,\nin its sole discretion, elect to pay cash or part cash and\npart Common Stock in lieu of delivering only Common Stock\nfor the vested units.  If a cash payment is made in lieu of\ndelivering Common Stock, the amount of such cash payment\nshall be equal to the mean between the highest and lowest\nsales prices of the Common Stock as reported on the New York\nStock Exchange Composite Tape for the date on which payment\nis made, or if there are no sales on such date, on the next\npreceding day on which there were sales.\n\n     8.   If the Executive desires that payment of vested\nunits (and any Dividend Equivalents credited to the\nExecutive's account with respect to such vested units and\nthe interest thereon) be made at a date later than that\nprovided in paragraph 7 of this Agreement, the Executive\nshall, prior to the date on which the restrictions\napplicable to such units lapse or terminate, make a\nrequest in writing to the Committee to have such payment\ndeferred.  The Executive shall submit a suggested payment\nschedule with the request for deferment.  The Committee may,\nin its sole discretion, determine whether to permit such\ndeferment of payment in the manner requested by the\nExecutive.  Should a deferred payment schedule not be\naccepted, then payment shall be made in accordance with the\nprovisions of paragraph 7 of this Agreement. Any deferred\npayment schedule accepted by the Committee shall be binding\non the Executive and may not thereafter be revoked. However,\nwhen circumstances are deemed justifiable by the Committee,\nit may, upon agreement with the Executive or the Executive's\nestate, make payment of the account other than in strict\ncompliance with the deferred payment schedule.\n\n     9.   Upon the occurrence of an acceleration date (as\ndefined in the Plan), all outstanding vested units\n(including vested units where payment was previously\n\n\n\ndeferred) shall be converted into cash as soon as\npracticable but in no event later than 90 days after such\nacceleration date in an amount equal to the total number of\nvested units credited to the Executive's account multiplied\nby the 'Multiplication Factor' (as defined in the Plan).\nAll vested units and credited Dividend Equivalents (other\nthan vested units and credited Dividend Equivalents where\npayment was previously deferred and no election was made for\na lump sum payment) shall be payable in cash as soon as\npracticable  but in no event later than 90 days after such\nacceleration date.\n\n     10.  The Corporation shall have the right, prior to the\ncrediting or payment of any Dividend Equivalent, the\nissuance or delivery of any shares of Common Stock or the\npayment of cash in lieu of shares hereunder, to withhold or\nrequire payment by the Executive of any amounts necessary to\nsatisfy  applicable tax requirements.\n\n     11.  Except as otherwise provided herein, this\nAgreement is subject to the provisions of the Plan as it may\nbe amended from time to time, and any rules and regulations\nwhich may be prescribed thereunder by the Committee,\nprovided that, unless otherwise required by law, no\namendment may, without the consent of the Executive,\nadversely affect the rights of the Executive under this\nAgreement.  A copy of the Plan, as in effect on the date\nhereof, and the prospectus, dated December 20, 1993, have\nbeen delivered to the Executive, receipt of which is hereby\nacknowledged by the Executive.\n\n     12.  The Corporation and the Executive agree that the\nvalidity, performance, interpretation and other incidents of\nthis Agreement shall be governed by the law of the State of\nDelaware.\n\n     IN WITNESS WHEREOF, the Corporation has caused this\nAgreement to be duly executed by its Chairman of the\nManagement Development  and  Compensation Committee, and the\nExecutive  has duly  executed this Agreement, all as of the\nday and  year  first above written.\n\n\n                                   AlliedSignal Inc.\n\n\n\n\n\n\/s\/ L.A. Bossidy                   By:  \/s\/ Delbert C. Staley\n- -------------------                --------------------------\nLawrence A. Bossidy                Delbert C. Staley\n                                   Director and\n                                   Chairman, Management\n                                   Development and\n                                   Compensation Committee\n\n\n\n                 APPENDIX E TO EMPLOYMENT AGREEMENT OF\n                         LAWRENCE A. BOSSIDY\n\n                       \n\nLife Insurance\n- ---- ---------\n\nCorporation Insurance Plans\n- ----------- --------- -----\n\nSalaried Employees Life Insurance Plan\nNon-contributory--Two times base salary           $4,000,000(a)\n                       \n                       \nSupplemental Life Insurance--\n     Four times base salary                       $8,000,000(a)\n                       \nGroup Universal Life\n     Up to five times base salary\n     (as previously elected by Executive)\n\nSplit-Dollar Policies\n\nMetropolitan Life Insurance\nCompany Flexible-Premium\nAdjustable Life Policies(b)\n\n          #883215036U\n          #883215037U\n          #917590655U\n\nNorthwestern Mutual\nLife Insurance Policies(c)\n\n          #7589713\n          #7945757\n          #8357499\n          #8441286\n          #8746278\n          #9369664\n\n          (a):  Assumes a base annual salary of $2,000,000.\nInsurance to increase as salary increases, except that in\nthe case of the Supplemental Life Insurance the coverage\nincreases as salary increases only until Executive attains\nage 60.\n\n          (b):  Policies are currently owned by Executive's\nInsurance Trust (the 'Trust') and are subject to the terms\nof the Insurance Agreement entered into with the Corporation\non July 26, 1991 and related Collateral Assignments of the\nsame date.\n\n          (c):  Policies are owned by Executive and are\nsubject to the terms of the Insurance Agreement entered into\nwith the Corporation on July 26, 1991 and the related\nCollateral Assignment of the same date.\n\n\n\n\n\n            APPENDIX F TO EMPLOYMENT AGREEMENT OF\n                     LAWRENCE A. BOSSIDY\n                              \n                              \n                              \n                              \n\nLong Term Disability Benefits\n- ---- ---- ---------- --------\n\nAfter six months of salary continuation, Executive shall be\npaid a monthly benefit equal to $166,666* for the first five\nyears of his disability and $83,333* for the next five years\nof his disability; provided, however, that no benefits will\nbe paid after the date the Executive attains age 65.  These\nbenefits will be reduced by any benefits paid to Executive\npursuant to the Executive Benefit Program, the Voluntary\nEmployees' Beneficiary Association Long-Term Disability\nIncome Plan or any other longterm disability program\nsponsored by the Corporation.\n\n\n\n\n\n     * These amounts assume a base annual salary of\n$2,000,000. If base annual salary is increased, these\namounts will increase proportionally.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7791],"corporate_contracts_industries":[9473],"corporate_contracts_types":[9539,9544],"class_list":["post-38475","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-honeywell-international-inc","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38475","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38475"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38475"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38475"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38475"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}