{"id":39247,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-honeywell-international-inc-and-lawrence.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-honeywell-international-inc-and-lawrence","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-honeywell-international-inc-and-lawrence.html","title":{"rendered":"Employment Agreement &#8211; Honeywell International Inc. and Lawrence A. Bossidy"},"content":{"rendered":"<pre>                                    AGREEMENT\n\n         AGREEMENT, dated as of July 3, 2001 between Honeywell International\nInc., a Delaware corporation (the \"Corporation\"), and Lawrence A. Bossidy (the\n\"Executive\").\n\n         WHEREAS, the Corporation has requested and Executive has agreed to\nreturn to employment with the Corporation;\n\n         WHEREAS, Executive and the Corporation wish to substantially replicate\nthe terms and conditions of Executive's prior employment, except as described\nbelow.\n\n         NOW, THEREFORE, in consideration of the execution and delivery of these\npresents, the mutual promises contained herein and other good and valuable\nconsideration, the parties hereto hereby agree as follows:\n\nSection 1. Term and Capacity of Employment\n\n         (a) The Corporation and Executive agree that Executive shall be\nemployed by the Corporation from July 3, 2001 through June 30, 2002 under the\nterms set forth in this Agreement. Executive, for so long as he is elected a\nmember of and Chairman of the Board of Directors of the Corporation, shall\nperform the duties of that office. Executive shall also continue as the Chief\nExecutive Officer of the Corporation and shall serve in that capacity through\nthe term of this Agreement at the pleasure of the Board of Directors of the\nCorporation.\n\n         (b) During the term of his employment under this Agreement, Executive\nshall have the powers, responsibilities and authorities of Chief Executive\nOfficer and Chairman of the Board of Directors of the Corporation as established\nby custom and practice on the date first set forth herein.\n\n         (c) During the term of his employment under this Agreement, Executive\nshall during reasonable business hours perform his duties hereunder (reasonable\nsick leave and vacations excepted) and shall not during such term, without the\nconsent of the Board of Directors, engage, directly or indirectly, in any other\nbusiness for compensation or profit except that he may, with the approval of the\nBoard of Directors of the Corporation, serve as a director of any other\ncorporation which, on the advice of counsel for the Corporation, is not\nconsidered to be in competition with the Corporation for purposes of the\nantitrust laws, and he may receive compensation therefor.\n\nSection 2. Compensation\n\n         (a) As compensation for Executive's services under this Agreement, the\nCorporation shall, commencing as of July 3, 2001, pay Executive a salary at the\nrate of $2,000,000 per year, payable in bi-weekly installments.\n\n         (b) As further compensation, Executive shall be eligible for awards\nunder the Honeywell International Inc. Incentive Compensation Plan for Executive\nEmployees (the \"Incentive Plan\") (and any plan which is a successor to that\nplan) with a target bonus opportunity of at least 100 percent of salary.\n\n         (c) As further compensation, Executive shall be eligible to receive\nstock options under the 1993 Stock Plan for Employees of Honeywell International\nInc. and its Affiliates (the \"Stock Plan\") at such time as stock options are\ngranted to Senior Executives of the Corporation in such amounts as determined by\nthe Board of Directors of the Corporation.\n\n\n\n \n\n\n\n\n\n\nSection 3. Life Insurance and Long-Term Disability Benefits\n\n         The Corporation shall provide basic life insurance coverage for the\nbenefit of Executive in the amount of two times Executive's base salary.\nExecutive shall not be eligible for long-term disability benefits.\n\nSection 4. Retirement Benefits\n\n         (a) Executive's retirement benefit payments, as provided in accordance\nwith Section 4 of Executive's Agreement with the Corporation dated May 6, 1994,\nas amended as of May 12, 1997 (the \"Prior Agreement\") shall be suspended during\nthe term of this Agreement; provided however that in the event that Executive's\nemployment with the Corporation is terminated by reason of death, the\nCorporation will pay a survivor benefit to Executive's spouse in accordance with\nSection 4(b) of the Prior Agreement.\n\n         (b) As of the [first day of the month] following termination of this\nAgreement, retirement benefit payments to Executive shall resume. Such benefits\nshall be determined in accordance with the terms of Section 4 of Executive's\nPrior Agreement, provided, however, that \"final average compensation\" shall mean\nthe average of Executive's highest three years' total compensation, and that,\nnotwithstanding any provision of Section 4 of the Prior Agreement to the\ncontrary, a \"year\" shall mean a calendar year with respect to periods of\nemployment covered by the Prior Agreement, and shall mean the highest paid 12\nconsecutive month period (or pro-rata portion thereof in the event that\nExecutive terminates his employment prior to expiration of this Agreement) with\nrespect to Executive's period of employment after July 3, 2001; and further\nprovided that such retirement benefit payments shall be offset by any retirement\nbenefit payments already made to Executive.\n\nSection 5. Early Termination\n\n         In the event of the termination of Executive's employment by the\nCorporation prior to expiration of this Agreement, the Corporation shall\ncontinue to provide Executive with compensation, benefits and other compensation\narrangements described herein for the balance of the outstanding term of this\nAgreement.\n\nSection 6. Participation in Other Benefit Plans and Compensation Arrangements\n\n         While employed by the Corporation during the term of this Agreement,\nExecutive shall be entitled to participate in each of the Corporation's plans\nfor the benefit of its salaried employees and in all other compensation\narrangements or programs which are or may hereafter be made available to the\nsenior executives of the Corporation, other than Severance Plans or\ntax-qualified defined benefit pension plans sponsored by the Corporation. It is\nanticipated that Executive will incur expenses necessary to the discharge of his\nduties hereunder, and the Corporation shall reimburse Executive for those\nexpenses, in accordance with its established policies and such other\narrangements as may be approved by the Corporation from time to time.\n\nSection 7. Resolution of Disputes\n\n         Any disputes arising under or in connection with this Agreement shall,\nat the election of Executive, be resolved by arbitration, to be held in\nManhattan, in accordance with the rules and procedures of the American\nArbitration Association. All costs, fees and expenses of any arbitration in\nconnection with this Agreement that results in any decision requiring the\n\n\n\n \n\n\n\n\n\n\n\nCorporation to make a payment to Executive shall be borne by, and be the\nobligation of, the Corporation.\n\nSection 8. Survivorship\n\n         The respective rights and obligations of the parties hereunder shall\nsurvive any termination of Executive's employment to the extent necessary to\neffect the intended preservation of such rights and obligations.\n\nSection 9. Entire Agreement, Governing Law\n\n         (a) This Agreement embodies the entire agreement of the parties hereto,\nand it may be modified only by an agreement in writing signed by both parties.\n\n         (b) This Agreement shall be interpreted and governed by the laws of the\nState of New York without reference to principles of conflict of laws.\n\nSection 10. Undertaking by Corporation in Case of Sale or Liquidation of Assets\n\n         The Corporation agrees that, in the event of the sale or liquidation of\nall or substantially all of the assets of the Corporation, it shall take\nwhatever action it legally can in order to cause the assignee or transferee of\nsuch assets expressly to assume the liabilities, obligations and duties of the\nCorporation hereunder.\n\nSection 11. Post-Retirement Services\n\n         Upon the earlier to occur of Executive's termination of employment by\nthe Corporation or expiration of this Agreement, the Corporation agrees to\nprovide Executive with such Post-retirement services, facilities and other\narrangements as were provided to Executive prior to his re-employment by the\nCorporation in accordance with Section 11 of his Prior Agreement, for the\nremainder of his life (and with respect to financial and tax planning services,\nfor the remainder of his spouse's life).\n\n\n\n \n\n\n\n\n\n\n         IN WITNESS WHEREOF, Honeywell International Inc. has caused this\nAgreement to be signed in its corporate name by one of its directors and its\ncorporate seal to be hereunto affixed and to be attested by its General Counsel,\nand Lawrence A. Bossidy has hereunto set his hand, all as of the date and year\nfirst above written.\n\n[Corporate Seal]                         Honeywell International Inc.\n\nAttest:\n\n\/s\/ Peter M. Kreindler                   By: \/s\/ Robert P. Luciano\n----------------------                   -------------------------\nGeneral Counsel                          Robert P. Luciano\n                                         Director and Chairman of the\n                                         Management Development and\n                                         Compensation Committee\n\n                                         \/s\/ Lawrence A. Bossidy\n                                         -----------------------\n                                         Lawrence A. Bossidy\n\n\n\n \n\n\n\n\n\n\n\n                         1993 Stock Plan for Executives\n               of Honeywell International Inc. and its Affiliates\n\n                                OPTION AGREEMENT\n\n         OPTION AGREEMENT made in Morris Township, New Jersey, as of the 3rd day\nof July 2001 between Honeywell International Inc., a Delaware corporation (the\n\"Corporation\") and LAWRENCE A. BOSSIDY, a regular full-time Executive of the\nCorporation or of a subsidiary of the Corporation (the \"Executive\").\n\n         1. The Corporation has this day granted to the Executive the option\n(the \"Option\") to purchase all or any part of an aggregate of 500,000 shares of\nits common stock (the \"Common Stock\") under the 1993 Stock Plan for Executives\nof Honeywell International Inc. and its Affiliates (the \"Stock Plan\"), subject\nto the provisions of this Agreement. The Executive hereby accepts the grant and\nagrees to be bound by the terms and conditions of this Agreement with respect\nthereto, and acknowledges that awards under the Stock Plan are made at the sole\ndiscretion of the Corporation and are not considered part of any contract of\nemployment with the Corporation or of the Executive's normal or expected\ncompensation or benefits package (except as otherwise expressly provided in a\nwritten agreement between the Executive and the Corporation).\n\n         2. The purchase price of the shares of Common Stock covered by the\nOption shall be $36.27 per share.\n\n         3. The Option must be exercised prior to the close of the New York\nStock Exchange (\"NYSE\") July 16, 2006; provided, however, if the NYSE is not\nopen for business on the date specified herein, such Option shall expire at the\nclose of the NYSE's next business day.\n\n         4. The Option is a non-qualified Option for federal income tax\npurposes.\n\n         5. The Option shall become 100% vested and exercisable on July 16,\n2002.\n\n         6. Exercise of the Option is subject to the conditions that to the\nextent required at the time of exercise (a) the shares of Common Stock covered\nby the Option shall be duly listed, upon official notice of issuance, upon the\nNew York Stock Exchange, and (b) a Registration Statement under the Securities\nAct of 1933 with respect to such shares shall be effective.\n\n         7. The Option shall not be transferable by the Executive otherwise than\nby will or the laws of descent and distribution, or by transfer to a member or\nmembers of the Executive's immediate family as provided in paragraph 14 of the\nPlan, and the Option may be exercised during the lifetime of the Executive only\nby the Executive or by the Executive's guardian or legal representative or by an\nimmediate family member transferee.\n\n\n\n \n\n\n\n\n\n\n         8. Nothing in this Agreement or the Stock Plan shall confer upon the\nExecutive any right to continue in the employ of the Corporation, any of its\nsubsidiaries or any parent or interfere in any way with the right of the\nCorporation, any such subsidiary or parent to terminate such employment at any\ntime.\n\n         9. The Executive understands that in order to comply with applicable\nlaw or to properly administer the Corporation or its agents may hold and process\npersonal data of the Executive including the Executive's home address,\nemployment status, hire date, and termination date. The Executive expressly\nconsents to the use of such data by the Corporation (or its agents) and to any\ntransfer of such data outside the country in which the Executive performs\nservices or resides.\n\n         10. Subject to the terms and conditions of this Agreement, the Option\nmay be exercised by contacting the Honeywell Stock Option Service Center,\nmanaged by Salomon Smith Barney, at 1-888-723-3391 or 1-212-615-7876.\n\n         11. The Corporation shall have the right, prior to the issuance of any\nshares or the payment of cash in connection with the exercise of the Option, to\nwithhold or require payment by the Executive of any amounts necessary to satisfy\napplicable tax requirements.\n\n         12. Except as otherwise provided in this Agreement, the exercise of the\nOption is subject to the provisions of the Stock Plan, as the Stock Plan may be\namended from time to time, and any rules and regulations which may be prescribed\nthereunder, provided that, unless otherwise required by law, no amendment may,\nwithout the consent of the Executive, adversely affect the rights of the\nExecutive under this Agreement. A copy of the Stock Plan, as in effect on the\ndate hereof, and the current prospectus have been delivered to the Executive,\nreceipt of which is hereby acknowledged by the Executive.\n\n         13. The Executive has read and understands the Corporation's policy,\nand is aware of and understands the Executive's obligations under federal\nsecurities laws, in respect of trading in the Corporation's securities. The\nExecutive agrees not to use Salomon Smith Barney's \"cashless exercise\" program\n(or any successor program) at any time when the Executive possesses material\nnonpublic information with respect to the Corporation.\n\n         14. The Corporation and the Executive agree that the validity,\nperformance, interpretation and other incidents of this Agreement shall be\ngoverned by the law of the State of Delaware.\n\n         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be\nduly executed by its Chairman of the Management Development and Compensation\nCommittee, and the Executive has duly executed this Agreement, all as of the day\nand year first above written.\n\n                                                  Honeywell International Inc.\n\n\/s\/ Lawrence A. Bossidy                       By: \/s\/ Robert A. Luciano\n-----------------------                           ----------------------------\nLawrence A. Bossidy                               Robert R. Luciano\n                                                  Director and Chairman of the\n                                                  Management Development and\n                                                  Compensation Committee\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-39247","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\/39247","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=39247"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39247"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39247"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39247"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}