{"id":39248,"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-michael.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-honeywell-international-inc-and-michael","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-honeywell-international-inc-and-michael.html","title":{"rendered":"Employment Agreement &#8211; Honeywell International Inc. and Michael R. Bonsignore"},"content":{"rendered":"<pre>\n                  EMPLOYMENT AGREEMENT\n\n\n          THIS AGREEMENT by and between Honeywell\nInternational Inc. (formerly AlliedSignal Inc.), a\nDelaware corporation (the 'Company'), and Mr. Michael R.\nBonsignore (the 'Executive'), dated and effective as of\nthe Effective Time (as hereinafter defined).\n\n\n                  W I T N E S S E T H:\n\n          WHEREAS, the Company has entered into an\nAgreement and Plan of Merger (the 'Merger Agreement'),\ndated as of June 4, 1999, by and among the Company,\nHoneywell Inc., a Delaware corporation ('Honeywell'), and\nBlossom Acquisition Corp., a Delaware corporation\n('Acquisition'), pursuant to which Acquisition will merge\ninto Honeywell (the 'Merger') and Honeywell will become a\nwholly-owned subsidiary of the Company; and\n\n          WHEREAS, the Company expects the Executive to\nplay a critical role in the integration of the business\nand operations of Honeywell with those of the Company and\nto make essential contributions to the future growth and\nsuccess of the Company; and;\n\n          WHEREAS, the Company wishes to provide for the\nemployment by the Company of the Executive, and the\nExecutive wishes to serve the Company, in the capacities\nand on the terms and conditions set forth in this\nAgreement;\n\n          NOW, THEREFORE, it is hereby agreed as follows:\n\n          1.   TERM.  The Term of this Agreement shall commence as\nof the Effective Time (as defined in the Merger\nAgreement) and end on December 31, 2004.  During the\nTerm, the Company shall employ the Executive, and the\nExecutive shall serve the Company, on the terms and\nconditions set forth in this Agreement, for an initial\nperiod (the 'Initial Period') and a second period (the\n'Subsequent Period').  The Initial Period shall begin at\nthe Effective Time and end on the earlier of (a) the\nretirement of the current Chairman of the Company's Board\nof Directors (the 'Current Chairman') on April 1, 2000;\nor (b) such earlier date as the Current Chairman ceases\nto be Chairman for any reason.  The Subsequent Period\nshall begin at the end of the Initial Period and end upon\nexpiration of the Term.  Notwithstanding the foregoing,\nin the event the transactions contemplated by the Merger\nAgreement are not consummated, this Agreement shall be\nnull and void.\n\n          2.   POSITION AND DUTIES.  (a)  During the Initial Period\nthe Executive shall serve as the Chief Executive Officer\nof the Company and during the Subsequent Period the\nExecutive shall serve as both the Chief Executive Officer\nof the Company and as the Chairman of the Company's Board\nof Directors; in each case with such duties and\nresponsibilities as are customarily assigned to such\npositions, and such other duties and responsibilities not\ninconsistent therewith as may from time to time be\nassigned to him by the Board of Directors of the Company\n(the 'Board'), and which duties and responsibilities\nshall be consistent with those exercised for such\nposition by the Current Chairman.  Without limiting the\ngenerality of the foregoing, during the Term the\nExecutive shall act as (i) the senior officer of the\nCompany, (ii) the primary spokesperson to shareholders\nand the investment community, (iii) the person primarily\nresponsible for establishing policy and direction for the\nCompany and (iv) the person to whom the senior executives\nof the Company report.  As of the Effective Time, the\nCompany shall cause the Executive to be elected as a\nmember of the Board, to serve as a member of the class of\ndirectors with the longest tenure as of the Effective\nTime.  Thereafter, during the Term, the Company shall\ncause the Executive to be included in the slate of\npersons nominated to serve as directors on the Board and\nshall use its best efforts (including, without\nlimitation, the solicitation of proxies) to have the\nExecutive elected and reelected to the Board for the\nduration of the Term.  During the Term, the Executive\nshall report solely to the Board.  Until the second\nanniversary of the Effective Time, (i) the removal of the\nExecutive from the position of Chief Executive Officer or\nChairman of the Board, (ii) prior to the effective date\nof his election as Chairman of the Board, the reversal of\nsuch election, or (iii) any change in the Executive's\nduties and responsibilities hereunder not concurred with\nby the Executive shall require the affirmative vote of at\nleast 75% of the members of the Board (excluding the\nExecutive); provided, however, that if, at any time prior\nto such second anniversary, the persons (other than the\nExecutive) designated by Honeywell pursuant to Section\n2.2(a) of the Merger Agreement ('Merger Agreement\nDesignees') shall represent less than 25% of the members\nof the Board (excluding the Executive), then such\nremoval, reversal or change, as applicable, shall\nrequire, in addition to the vote of the Board otherwise\nrequired therefor by this Section 2(a), the affirmative\nvote of at least one Merger Agreement Designee.\n\n          (b)  During the Term, and excluding any periods\nof vacation and sick leave to which the Executive is\nentitled, the Executive shall devote his full attention\nand time during normal business hours to the business and\naffairs of the Company and, to the extent necessary to\ndischarge the responsibilities assigned to the Executive\nunder this Agreement, use the Executive's reasonable best\nefforts to carry out such responsibilities faithfully and\nefficiently.  It shall not be considered a violation of\nthe foregoing for the Executive to manage his personal\ninvestments or serve on corporate, industry, civic or\ncharitable boards or committees, so long as such\nactivities do not significantly interfere with the\nperformance of the Executive's responsibilities as an\nexecutive officer of the Company in accordance with this\nAgreement.\n\n          (c)  During the Term, the Executive shall be\nbased at the Company's principal headquarters in\nMorristown, New Jersey, except for travel reasonably\nrequired for the performance of the Executive's duties\nhereunder.\n\n          3.   COMPENSATION.  (a)  BASE SALARY.  During the Term,\nthe Executive shall receive an annual base salary\n('Annual Base Salary') of not less than $1.5 million.\nThe Annual Base Salary shall be payable in accordance\nwith the Company's regular payroll practice for its\nsenior executives, as in effect from time to time.\nDuring the Term, the Annual Base Salary shall be reviewed\nby the Management Development and Compensation Committee\nof the Board (the 'Compensation Committee') for possible\nincrease at least annually.  Any increase in the Annual\nBase Salary shall not limit or reduce any other\nobligation of the Company under this Agreement.  The\nAnnual Base Salary shall not be reduced below any such\nincreased amount, and the term 'Annual Base Salary' shall\nthereafter refer to the Annual Base Salary as so\nincreased.\n\n          (b)  INCENTIVE COMPENSATION.  The Executive\nshall receive an annual cash bonus from the Company with\nrespect to 1999 which is equal to the excess if any of\n(x) $1 million over (y) the cash bonus paid or payable to\nthe Executive in respect of 1999 (or any portion thereof)\nunder Honeywell's annual incentive plans (including any\nsuch amounts payable by reason of shareholder approval of\nor consummation of the Merger).  Such cash bonus amount\nshall be paid in accordance with the Company's normal\npractice.  Commencing on January 1, 2000, the Executive\nshall have a minimum target bonus of not less than 100\npercent of his Annual Base Salary (the 'Minimum Target\nBonus').\n\n          (c)  OTHER BENEFITS.  During the Term:  (1) the\nExecutive shall be entitled to participate in all savings\nand retirement plans (including non-qualified\nsupplemental executive retirement plans, subject,\nhowever, to the provisions of this Agreement), and shall\nbe entitled to participate in all fringe benefit and\nperquisite practices, policies and programs of the\nCompany made available to the senior officers of the\nCompany and (2) the Executive and\/or the Executive's\neligible dependents, as the case may be, shall be\neligible for participation in, and shall receive all\nbenefits under, all welfare benefit plans, practices,\npolicies and programs provided by the Company, including,\nwithout limitation, medical, prescription, dental,\ndisability, salary continuance, employee life insurance,\ngroup life insurance, accidental death and travel\naccident insurance plans and programs to the same extent,\nand subject to the same terms, conditions, cost-sharing\nrequirements and the like, as are made available to the\nsenior officers of the Company.  Executive shall receive\ncredit, for purposes of the Company benefit plans\nreferenced in this paragraph (c) in which Executive is or\nbecomes a participant, for his service with Honeywell and\nthe Company, except as described in Section 6.6(c)(i) of\nthe Merger Agreement.  In addition to perquisites made\navailable to senior officers of the Company, the Company\nshall provide Executive with an annual financial planning\nallowance of up to $50,000, a car and driver, use of\nCompany-owned aircraft for personal travel in accordance\nwith the Company's security requirements, and a gross-up\nof any imputed income tax payable by reason of travel by\nthe Executive's spouse on Company-owned aircraft when\naccompanying the Executive on his business travel.  The\nCompany shall reimburse the Executive for relocation\nexpenses in accordance with the Company's Executive\nRelocation Policy, a copy of which has been made avail\nable to the Executive.\n\n          (d)  EQUITY AWARDS.  (i) As of the Effective\nTime, the Compensation Committee shall grant to the\nExecutive a non-qualified option (the 'Option') to\npurchase 1.0 million shares of the Company's common stock\n('Company Stock') pursuant to the Company's 1993 Stock\nPlan for Employees of AlliedSignal Inc. and its\nAffiliates (the 'Stock Plan').  The Option shall (x) have\na ten year term, (y) have a per share exercise price\nequal to the fair market value (as defined in the Stock\nPlan) of the Company Stock on the day on which the\nEffective Time occurs and (z) subject to the provisions\nhereof, vest and become exercisable with respect to 40%\nof the shares of Company Stock subject thereto on\nDecember 31, 2000 and with respect to an additional 30%\nof the shares subject thereto on each of December 31,\n2001 and December 31, 2002 so long as the Executive is\nemployed by the Company on each such date.  In the event\nof the termination of the Executive's employment with the\nCompany for any reason (other than a termination by the\nCompany for Cause or a voluntary resignation by the\nExecutive without Good Reason (as each term is defined\nherein)) (a 'Qualifying Termination'), the Option will\nbecome fully vested and exercisable.  To the extent that\nthe Option has become vested and exercisable, it will\nremain so vested and exercisable for the remainder of its\nterm.\n          \n          (ii) As of the Effective Time, the Compensation\nCommittee shall grant to the Executive a non-qualified\noption to purchase 500,000 shares of Company Stock\npursuant to the Stock Plan (the 'Performance Option').\nNotwithstanding any provision of the Stock Plan to the\ncontrary, the Performance Option shall (x) have a ten\nyear term, (y) have a per share exercise price equal to\nthe fair market value (as defined in the Stock Plan) of\nthe Company Stock on the day on which the Effective Time\noccurs and (z) vest and become exercisable in accordance\nwith (A) or (B) below, as follows:\n\n          (A)  With respect to 40% of the shares of\n          Company Stock subject thereto, on April 1,\n          2001, if and only if the growth in Consolidated\n          Earnings Per Share (as defined below) for\n          calendar year 2000 over calendar year 1999 is\n          at least equal to the targeted growth for such\n          year set by the Compensation Committee, as set\n          forth on Appendix A hereto; with respect to an\n          additional 30% of the shares subject thereto,\n          on April 1, 2002, if and only if the growth in\n          Consolidated Earnings Per Share for calendar\n          year 2001 over calendar year 2000 is at least\n          equal to the targeted growth for such year set\n          by the Compensation Committee, as set forth on\n          Appendix A hereto; and with respect to an\n          additional 30% of the shares subject thereto,\n          on April 1, 2003, if and only if the growth in\n          Consolidated Earnings Per Share for calendar\n          year 2002 over calendar year 2001 is at least\n          equal to the targeted growth for such year set\n          by the Compensation Committee, as set forth on\n          Appendix A hereto; or\n\n          (B)  With respect to 100% of the shares of\n          Company Stock subject thereto, on April 1,\n          2003, if and only if the cumulative growth in\n          Consolidated Earnings Per Share for the three-\n          year calendar period commencing January 1, 2000\n          and ending December 31, 2002 over calendar year\n          1999 is at least equal to the cumulative\n          Consolidated Earnings Per Share target set by\n          the Compensation Committee for such three-year\n          period, as set forth on Appendix A hereto.\n\nIn the event of a Qualifying Termination prior to April\n1, 2003 or a voluntary resignation by the Executive after\nDecember 31, 2002, and prior to April 1, 2003, any\nportion of the Performance Option which has not become\nvested and exercisable as of the date of such termination\nshall remain outstanding and shall be treated for all\npurposes as if the Executive remained employed by the\nCompany through April 1, 2003.  To the extent that any\nportion of the Performance Option (AA) has not become\nvested and exercisable pursuant to paragraph (A) or (B)\nabove by April 1, 2003, the portion of the Performance\nOption which is unvested and not exercisable on such date\nshall terminate and be of no further force and effect,\nand (BB) has become vested and exercisable, the portion\nof the Performance Option which has become vested and\nexercisable shall remain vested and exercisable for the\nremainder of its term.  For purposes of the Performance\nOption, '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\nCompany, adjusted to omit the effects of extraordinary\nitems, gain or loss on the disposal of a business segment\n(other than provisions for operating losses or income\nduring the phase-out period), unusual or infrequently\noccurring events or transactions and the cumulative\neffects of changes in accounting principles, all as\ndetermined in accordance with generally accepted\naccounting principles; divided by the weighted average\nnumber of outstanding shares of Company Stock for the\ncalendar year.\n\n          (iii) As of the Effective Time, the\nCompensation Committee shall also grant 375,000\nrestricted stock units to the Executive (such units, the\n'Restricted Units') pursuant to the Stock Plan.\nNotwithstanding any provision of the Stock Plan to the\ncontrary, and subject to the provisions hereof, the\nrestrictions on the Restricted Units shall lapse solely\nupon the attainment of the performance criteria set forth\nbelow:\n\n          As to one-third of the Restricted Units, on\n          April 1, 2001, if and only if the Company's\n          Operating Margin (as defined below) for\n          calendar year 2000 is at least equal to the\n          target for such year set by the Compensation\n          Committee, as set forth on Appendix B hereto;\n          as to an additional one-third of the Restricted\n          Units, on April 1, 2002, if and only if the\n          Company's Operating Margin for calendar year\n          2001 is at least equal to the target for such\n          year set by the Compensation Committee, as set\n          forth on Appendix B hereto; and as to an\n          additional one-third of the Restricted Units on\n          April 1, 2003, if and only if the Company's\n          Operating Margin for calendar year 2002 is at\n          least equal to the target for such year set by\n          the Compensation Committee, as set forth on\n          Appendix B hereto.\n\nDividend equivalents will be awarded pursuant to the\nStock Plan with respect to such Restricted Units.  In the\nevent of a Qualifying Termination prior to April 1, 2003\nor a voluntary resignation by the Executive after\nDecember 31, 2002 and prior to April 1, 2003, all\nRestricted Units as to which the restrictions have not\nlapsed as of the date of such termination shall remain\noutstanding and shall be treated for all purposes as if\nthe Executive remained employed by the Company through\nApril 1, 2003.  All Restricted Units as to which the\nrestrictions have not lapsed as of April 1, 2003 shall\nexpire.  The Executive shall have no right to receive any\npayment in respect of any Restricted Units that expire\npursuant to the preceding sentence.  For purposes of the\nRestricted Units, 'Operating Margin' for a calendar year\nshall mean net sales less operating expenses, including\ncost of goods sold and sales, general and administration\nexpenses and other recurring operating expenses,\ndetermined in accordance with generally accepted\naccounting principles, but adjusted to omit the effects\nof unusual or infrequently occurring events or\ntransactions, including, without limitation,\nrestructuring charges and gain or loss on any business\ndisposition, including without limitation of any\nstrategic business unit or strategic business enterprise.\n\n          (iv) During the Term, the Executive shall be\nentitled to be granted additional options to acquire\nCompany Stock, restricted stock units and other equity\nawards at the discretion of the Compensation Committee.\n\n          (e)  ADDITIONAL RETIREMENT BENEFIT.  (i)\nSubject to the terms and conditions set forth herein, the\nExecutive shall be entitled to payment by the Company of\nan annual supplemental retirement benefit (the 'SERP\nBenefit'), expressed as a life annuity commencing on the\nExecutive's sixty-fifth birthday, equal to (1) the\nproduct of (A) 60% times (B) the Executive's Final\nAverage Compensation (as defined below), minus (2) the\naggregate annual vested benefit (expressed as a life\nannuity commencing on the Executive's sixty-fifth\nbirthday) payable to the Executive under the terms of any\n'defined benefit plan' (as defined in Section 3(35) of\nthe Employee Retirement Income Security Act of 1974, as\namended) or plans, including excess benefit or\nsupplemental retirement plans or agreements, maintained\nby the Company or Honeywell.  As of the Effective Time,\nthe Executive shall be fully vested in the SERP Benefit.\nThe SERP Benefit shall be reduced by 3% for each year (or\npro rata for any portion thereof) during which the\nExecutive collects his SERP Benefit prior to January 1,\n2003.  Following the Executive's death (whether or not\nthe payment of the SERP Benefit has commenced), an annual\nsurvivor benefit equal to 50% of the SERP Benefit shall\nbe payable to the Executive's surviving spouse (if any)\nfor her life.\n\n          (ii) The SERP Benefit shall be payable at such\ntime and in such manner and shall in all other respects\nbe subject to such terms and conditions as are applicable\nto retirement benefits payable under the supplemental\nretirement plan of the Company in which the Executive\nparticipates as of the date on which the Executive's\nemployment terminates (which plan shall recognize salary\nand bonus in computing benefits thereunder and shall\npermit the Executive to elect to receive benefits in a\nlump sum); provided, however, that if the Executive is\nentitled to severance pay under the 'Severance Plan' (as\ndefined below) upon termination of his employment,\npayment of the SERP Benefit shall not commence until\nexpiration of the 'Severance Period' (as defined below);\nand provided, further, however, that for purposes of\ncomputing SERP Benefit payable prior to January 1, 2003,\nit shall be assumed that benefits under the plans\nreferred to in Section 3(e)(i)(2) above commenced at the\nsame time as such SERP Benefit.  For purposes of this\nSection 3(e), Final Average Compensation shall mean the\ngreater of (x) the average of the Executive's base salary\nand bonus with respect to the three calendar years\ncoincident with or immediately preceding the end of the\nExecutive's employment with the Company (including for\nthis purpose, if applicable, base salary and bonus paid\nor payable to the Executive by Honeywell) and (y) the\nExecutive's 'Final Average Earnings' (as defined in the\nHoneywell Retirement Benefit Plan as in effect on June 4,\n1999, but without regard to (A) the benefit limitation\nunder Section 415 of the Code (as hereinafter defined),\n(B) the compensation limitation under Section 401(a)(17)\nof the Code and (C) the exclusion from the definition of\nearnings under such plan of any amounts of deferred\ncompensation), determined as of December 31, 1999 (such\n'Final Average Earnings' are reflected on a preliminary\nbasis on Appendix C hereto).  For purposes of this\nSection 3(e), (aa) Final Average Compensation shall take\ninto account severance payments made under Section 5(a)\nhereof which payments shall be treated as having been\nmade over the Severance Period (as defined in the\nSeverance Plan referred to in Section 5(a)) and (bb) the\nExecutive will be treated as having remained employed by\nthe Company during the Severance Period.\n\n          (iii) The Company agrees to provide the\nExecutive for the period beginning at the end of the Term\n(or in the event of a voluntary resignation on or after\nJanuary 1, 2003, from and after the Date of Termination\nin connection therewith) and for the remainder of his\nlife thereafter the facilities, services and other\narrangements that were provided to him during the Term\n(including office and clerical support, executive\ntransportation and other security services, financial and\ntax planning services, continued access to certain other\ngeneral facilities and services and reimbursements for\nproperly documented expenses, if any, incurred on behalf\nof the Company and at the request of his successor, but\nexcluding the use of Company-owned aircraft for personal\ntravel).\n\n          4.   TERMINATION OF EMPLOYMENT.  (a)  DEATH OR DIS\nABILITY.  The Executive's employment shall terminate\nautomatically upon the Executive's death during the Term.\nThe Company shall be entitled to terminate the\nExecutive's employment because of the Executive's\nDisability during the Term.  'Disability' means that the\nExecutive is disabled within the meaning of the Company's\nlong-term disability policy or, if there is no such\npolicy in effect, that (i) the Executive has been\nsubstantially unable, for 120 business days within a\nperiod of 180 consecutive business days, to perform the\nExecutive's duties under this Agreement, as a result of\nphysical or mental illness or injury, and (ii) a\nphysician selected by the Company or its insurers, and\nacceptable to the Executive or the Executive's legal\nrepresentative, has determined that the Executive is\ndisabled.  A termination of the Executive's employment by\nthe Company for Disability shall be communicated to the\nExecutive by written notice, and shall be effective on\nthe 30th day after receipt of such notice by the\nExecutive (the 'Disability Effective Date'), unless the\nExecutive returns to full-time performance of the\nExecutive's duties before the Disability Effective Date.\n\n          (b) TERMINATION BY THE COMPANY.  (i)  Subject\nto Section 2(a) hereof, the Company may terminate the\nExecutive's employment during the Term for Cause or\nwithout Cause.  'Cause' means the conviction of the\nExecutive for the commission of a felony, or willful\ngross misconduct by the Executive that results in\nmaterial and demonstrable damage to the business or\nreputation of the Company.  No act or failure to act on\nthe part of the Executive shall be considered 'willful'\nunless it is done, or omitted to be done, by the\nExecutive in bad faith or without reasonable belief that\nthe Executive's action or omission was in the best\ninterests of the Company.  Any act or failure to act that\nis based upon authority given pursuant to a resolution\nduly adopted by the Board, or the advice of counsel for\nthe Company, shall be conclusively presumed to be done,\nor omitted to be done, by the Executive in good faith and\nin the best interests of the Company.\n\n          (ii) A termination of the Executive's\nemployment for Cause shall be not be effective unless it\nis accomplished in accordance with the following proce\ndures.  The Company shall give the Executive written\nnotice ('Notice of Termination for Cause') of its\nintention to terminate the Executive's employment for\nCause, setting forth in reasonable detail the specific\nconduct of the Executive that it considers to constitute\nCause and the specific provision(s) of this Agreement on\nwhich it relies, and stating the date, time and place of\nthe Special Board Meeting for Cause.  The 'Special Board\nMeeting for Cause' means a meeting of the Board called\nand held specifically and exclusively for the purpose of\nconsidering the Executive's termination for Cause, that\ntakes place not less than five nor more than thirty\nbusiness days after the Executive receives the Notice of\nTermination for Cause.  The Executive shall be given an\nopportunity, together with counsel, to be heard at the\nSpecial Board Meeting for Cause.  The Executive's\ntermination for Cause shall be effective when and if a\nresolution is duly adopted at the Special Board Meeting\nfor Cause by affirmative vote of three-quarters of the\nentire membership of the Board (other than the Executive)\nbut in any event, in accordance with Section 2(a) hereof\nto the extent applicable, stating that, in the good faith\nopinion of the Board, the Executive is guilty of the\nconduct described in the Notice of Termination for Cause\nand that such conduct constitutes Cause under this\nAgreement.  The failure to set forth any fact or\ncircumstance in a Notice of Termination for Cause shall\nnot constitute a waiver of the right to assert, and shall\nnot preclude the Company from asserting, such fact or\ncircumstance in an attempt to enforce any right under or\nprovision of this Agreement.\n\n          (c)  GOOD  REASON.  (i)  The Executive may\n     terminate employment for Good Reason or without Good\n     Reason.  'Good Reason' means, without the\n     Executive's written consent:\n\n          (A) the failure of the Executive to become the\n          Chairman of the Board upon the expiration of\n          the Initial Period or the failure of the\n          Executive to be retained as Chief Executive\n          Officer of the Company during the Term or as\n          Chairman of the Board during the Subsequent\n          Period;\n\n          (B) the assignment to the Executive of any\n          duties or responsibilities inconsistent in any\n          respect with those customarily associated with\n          the positions to be held by the Executive\n          during the applicable period pursuant to this\n          Agreement, or any other action by the Company\n          that results in a diminution in the Executive's\n          position, authority, duties or\n          responsibilities, other than an isolated,\n          insubstantial and inadvertent action that is\n          not taken in bad faith and is remedied by the\n          Company promptly after receipt of notice\n          thereof from the Executive;\n\n          (C) any failure by the Company to comply with\n          any provision of Section 3 of this Agreement,\n          other than an isolated, insubstantial and\n          inadvertent failure that is not taken in bad\n          faith and is remedied by the Company promptly\n          after receipt of notice thereof from the\n          Executive;\n\n          (D) any requirement by the Company that the\n          Executive's services be rendered primarily at a\n          location more than 50 miles from the location\n          provided for in paragraph (c) of Section 2 of\n          this Agreement (except for travel reasonably\n          required for the performance of the Executive's\n          duties hereunder);\n\n          (E) any failure by the Company to comply with\n          paragraph (c) of Section 10 of this Agreement;\n\n          (F) any other material breach of this Agreement\n          by the Company that is not remedied by the\n          Company promptly after receipt of notice\n          thereof from the Executive.\n\n          (ii) A termination of employment by the\nExecutive for Good Reason shall be effectuated by giving\nthe Company written notice ('Notice of Termination for\nGood Reason') of the termination, setting forth in\nreasonable detail the specific conduct of the Company\nthat constitutes Good Reason and the specific\nprovision(s) of this Agreement on which the Executive\nrelies.  A termination of employment by the Executive for\nGood Reason shall be effective on the fifth business day\nfollowing the date when the Notice of Termination for\nGood Reason is given, unless the notice sets forth a\nlater date (which date shall in no event be later than 30\ndays after the notice is given).\n\n          (iii)    The failure to set forth any fact or\ncircumstance in a Notice of Termination for Good Reason\nshall not constitute a waiver of the right to assert, and\nshall not preclude the Executive from asserting such fact\nor circumstance in an attempt to enforce any right under\nor provision of this Agreement.\n\n          (iv) A termination of the Executive's\nemployment by the Executive without Good Reason shall be\neffected by giving the Company 30 days written notice of\nthe termination.\n\n          (d) DATE OF TERMINATION.  The 'Date of\nTermination' means the date of the Executive's death, the\nDisability Effective Date or the date on which the\ntermination of the Executive's employment by the Company\nfor Cause or without Cause or by the Executive for Good\nReason or without Good Reason is effective.\n\n          5.   OBLIGATIONS OF THE COMPANY UPON TERMINATION.  (a)\nOTHER THAN FOR CAUSE, DEATH OR DISABILITY, OR FOR GOOD\nREASON.  In the event of the termination of Executive's\nemployment during the Term, except as otherwise provided\nin this Agreement, the consequences of such termination\nshall be determined in accordance with the Company's\nSeverance Plan for Senior Executives or any successor\nthereto (the 'Severance Plan'), which is incorporated by\nreference in this Agreement, with the additions and\nmodifications in respect of the Executive as set forth\nbelow.  The Executive shall be treated as an 'Officer\nParticipant' under the Severance Plan.  The 'Severance\nPeriod' for purposes of the Severance Plan shall, in\nExecutive's case, be thirty-six months.  The 'Severance\nPay Factor' for purposes of the Severance Plan shall, in\nExecutive's case, be equal to the number of months of\nExecutive's Severance Period.  'Covered Termination' for\npurposes of the Severance Plan shall mean (i) any\ntermination of the Executive's employment by the Company\nother than for Cause (as defined in Section 4(b) of this\nAgreement) and (ii) any termination of the Executive's\nemployment by the Executive for Good Reason (as defined\nin Section 4(c) of this Agreement).  Benefit Payments\nunder the Severance Plan shall be made in a lump-sum,\nwithin thirty days after the Date of Termination.  There\nwill be no forfeiture of benefits pursuant to Section\n20(c) of the Severance Plan unless the Executive's\nemployment has been terminated for Cause (as defined in\nSection 4(b) hereof) and in no event shall the Executive\nforfeit any portion of the benefits described in Section\n3(e) hereof.  In addition, if during the Term, the\nCompany terminates the Executive's employment for any\nreason other than Cause, death or Disability, or the\nExecutive terminates his employment for Good Reason, (i)\nall of the Executive's then outstanding equity awards\n(other than the Option, Performance Option and Restricted\nUnits, which shall be treated in the manner set forth in\nSection 3(d) hereof) shall be treated in accordance with\nthe terms of the plan and agreements evidencing such\nequity awards and (ii) the Company shall promptly pay to\nthe Executive any portion of the Executive's Annual Base\nSalary and bonus through the Date of Termination that has\nnot yet been paid.  The Company shall also pay or provide\nto the Executive, in the event of such a termination, the\nbenefits described in Section 3(e) hereof and all\ncompensation and benefits payable to the Executive under\nthe terms of the Company's compensation and benefit\nplans, programs or arrangements as in effect immediately\nprior to the Date of Termination.\n\n          (b)  DEATH AND DISABILITY.  If the Executive's\nemployment is terminated by reason of the Executive's\ndeath or Disability during the Term, the Company shall\npay to the Executive or, in the case of the Executive's\ndeath, to the Executive's designated beneficiaries (or,\nif there is no such beneficiary, to the Executive's\nestate or legal representative), in a lump sum in cash\nwithin 30 days after the Date of Termination, the sum of\nthe following amounts: (1) any portion of the Executive's\nAnnual Base Salary and bonus through the Date of\nTermination that has not yet been paid; (2) an amount\nequal to the product of (A) the target bonus that the\nExecutive would have been eligible to earn for the period\nduring which such termination occurs, and (B) a fraction,\nthe numerator of which is the number of days in such\nperiod through the Date of Termination, and the\ndenominator of which is the total number of days in the\nrelevant period; and (3) the benefits described in\nSection 3(e) hereof and all compensation and benefits\npayable to the Executive under the terms of the Company's\ncompensation and benefit plans, programs or arrangements\nas in effect immediately prior to the Date of\nTermination.  If the Executive's employment is terminated\nby reason of the Executive's death or Disability during\nthe Term, all of the Executive's then outstanding equity\nawards (other than the Option, Performance Option and\nRestricted Units, which shall be treated in the manner\nset forth in Section 3(d) hereof) shall be treated in\naccordance with the terms of the plan and agreements\nevidencing such equity awards.\n          \n          (c) BY THE COMPANY FOR CAUSE; BY THE EXECUTIVE\nOTHER THAN FOR GOOD REASON.  If the Executive's\nemployment is terminated by the Company for Cause or the\nExecutive voluntarily terminates employment other than\nfor Good Reason during the Term, (1) the Company shall\npay to the Executive in a lump sum in cash immediately\nprior to the Date of Termination, any portion of the\nExecutive's Annual Base Salary and bonus earned through\nthe Date of Termination that has not been paid; (2) all\nthen unvested equity awards shall, except as otherwise\nprovided in Section 3(d) hereof, be forfeited and all\npreviously vested options and other vested equity awards\ngranted on or after the Effective Time shall be treated\naccording to the provisions of the plan and agreements\nunder which such awards were granted; and (3) the Company\nshall also pay or provide to the Executive the benefits\ndescribed in Section 3(e) hereof and all compensation and\nbenefits payable to the Executive under the terms of the\nCompany's compensation and benefit plans, programs or\narrangements as in effect immediately prior to the Date\nof Termination.\n\n         (d)  Whether or not Executive's employment is\nterminated hereunder, if any payments under this\nAgreement or any other payments or benefits received or\nto be received by the Executive in connection with the\nMerger, a change in control of the Company, termination\nof the Executive's employment, or cessation of the\nExecutive's active service (whether pursuant to the terms\nof this Agreement or any other plan, arrangement or\nagreement with the Company, or any person affiliated with\nthe Company) (the 'Severance Payments'), will be subject\nto the tax (the 'Excise Tax') imposed by Section 4999 of\nthe Internal Revenue Code of 1986, as amended (the\n'Code') (or any similar tax that may hereafter be\nimposed), the Company shall pay at the time specified\nbelow, an additional amount (the 'Gross-Up Payment') such\nthat the net amount retained by the Executive, after\ndeduction of any Excise Tax on the Severance Payments and\nany federal, state and local income tax and Excise Tax\nupon the payment provided for by this Subsection 5(d),\nshall be equal to the Severance Payments.  For purposes\nof determining whether any of the Severance Payments will\nbe subject to the Excise Tax and the amount of such\nExcise Tax, (a) all Severance Payments shall be treated\nas 'parachute payments' within the meaning of Section\n280G(b)(2) of the Code, and all 'excess parachute\npayments' within the meaning of Section 280G(b)(1) shall\nbe treated as subject to the Excise Tax, unless in the\nopinion of tax counsel selected by the Company's\nindependent auditors and acceptable to the Executive\n('tax counsel'), such Severance Payments (in whole or in\npart) do not constitute parachute payments, or such\nexcess parachute payments (in whole or in part) represent\nreasonable compensation for services actually rendered\nwithin the meaning of Section 280G(b)(4) of the Code in\nexcess of the base amount within the meaning of Section\n280G(b)(3) of the Code, or are otherwise not subject to\nthe Excise Tax, (b) the amount of the Severance Payments\nwhich shall be treated as subject to the Excise Tax shall\nbe equal to the lesser of (1) the total amount of the\nSeverance Payments or (2) the amount of excess parachute\npayments within the meaning of Section 280G(b)(1) (after\napplying clause (a), above), and (c) the value of any non-\ncash benefits or any deferred payment or benefit shall be\ndetermined by the Company's independent auditors in\naccordance with the principles of Section 280G(d)(3) and\n(4) of the Code.  For purposes of determining the amount\nof the Gross-Up Payment, the Executive shall be deemed to\npay federal income taxes at Executive's highest marginal\nrate of federal income taxation in the calendar year in\nwhich the Gross-Up Payment is to be made and state and\nlocal income taxes at Executive's highest marginal rate\nof taxation in the state and locality of Executive's\nresidence on the Date of Termination (or, as applicable,\nat the Effective Time), net of the maximum reduction in\nfederal income taxes which could be obtained from\ndeduction of such state and local taxes.  In the event\nthat the Excise Tax is subsequently determined to be less\nthan the amount taken into account hereunder, the\nExecutive shall repay to the Company at the time that the\namount of such reduction in Excise Tax is finally\ndetermined the portion of the Gross-Up Payment\nattributable to such reduction (plus the portion of the\nGross-Up Payment attributable to the Excise Tax and\nfederal and state and local income tax imposed on the\nGross-Up Payment being repaid by the Executive if such\nrepayment results in a reduction in Excise Tax and\/or a\nfederal and state and local income tax deduction) plus\ninterest on the amount of such repayment from the date\nthe Gross-Up Payment was initially made to the date of\nrepayment at the rate provided in Section 1274(b)(2)(B)\nof the Code (the 'Applicable Rate').  In the event that\nthe Excise Tax is determined to exceed the amount taken\ninto account hereunder (including by reason of any\npayment the existence or amount of which cannot be\ndetermined at the time of the Gross-Up Payment), the\nCompany shall make an additional Gross-Up Payment in\nrespect of such excess (plus any interest payable with\nrespect to such excess) at the time that the amount of\nsuch excess is finally determined.  Any payment to be\nmade under this paragraph shall be payable within five\n(5) days of the determination of tax counsel that such a\npayment is required hereunder and, if applicable, within\nfive (5) days of a final determination that additional\nExcise Tax is payable.\n\n          6.   NON-EXCLUSIVITY OF RIGHTS.  Nothing in this\nAgreement shall prevent or limit the Executive's\ncontinuing or future participation in any plan, program,\npolicy or practice provided by the Company or any of its\naffiliated companies for which the Executive may qualify\n(but, other than as expressly provided in Section 5\nhereof, excluding in each case, any severance plan or\narrangement of the Company or any of its affiliated\ncompanies) nor shall anything in this Agreement limit or\notherwise affect such rights as the Executive may have\nunder any contract or agreement with the Company or any\nof its affiliated companies.  Vested benefits and other\namounts that the Executive is otherwise entitled to\nreceive under any plan, policy, practice or program of,\nor any contract of agreement with, the Company or any of\nits affiliated companies on or after the Date of\nTermination shall be payable in accordance with the terms\nof each such plan, policy, practice, program, contract or\nagreement, as the case may be, except as explicitly\nmodified by this Agreement.\n\n          7.   FULL SETTLEMENT.  The Company's obligation to make\nthe payments provided for in, and otherwise to perform\nits obligations under, this Agreement shall not be\naffected by any set-off, counterclaim, recoupment,\ndefense or other claim, right or action that the Company\nmay have against the Executive or others.  In no event\nshall the Executive be obligated to seek other employment\nor take any other action by way of mitigation of the\namounts payable to the Executive under any of the\nprovisions of this Agreement and such amounts shall not\nbe reduced, regardless of whether the Executive obtains\nother employment.\n\n          8.   CONFIDENTIAL INFORMATION; COMPETITION; SOLICITATION.\nThe Executive shall hold in a fiduciary capacity for the\nbenefit of the Company all secret or confidential\ninformation, knowledge or data relating to the Company or\nany of its affiliated companies and their respective\nbusinesses that the Executive obtains during the\nExecutive's employment by the Company or any of its\naffiliated companies and that is not public knowledge\n(other than as a result of the Executive's violation of\nthis Section 8) ('Confidential Information').  The\nExecutive shall not communicate, divulge or disseminate\nConfidential Information at any time during or after the\nExecutive's employment with the Company, except with the\nprior written consent of the Company or as otherwise\nrequired by law or legal process.  If the Executive\nresigns without Good Reason or if the Executive is\nterminated by the Company with Cause prior to the end of\nthe Term, then for two years after the Date of\nTermination, the Executive will not, without the written\nconsent of the Board, directly or indirectly, (A)\nknowingly engage or be interested in (as owner, partner,\nstockholder, employee, director, officer, agent,\nconsultant or otherwise), with or without compensation,\nany business in the United States and Canada which is in\ncompetition with any line of business actively being\nconducted on the Date of Termination by the Company or\nany of its subsidiaries, and (B) hire any person who was\nemployed by the Company or any of its subsidiaries or\naffiliates (other than persons employed in a clerical or\nother non-professional position) within the six-month\nperiod preceding the date of such hiring, or solicit,\nentice, persuade or induce any person or entity doing\nbusiness with the Company and its subsidiaries and\naffiliates, to terminate such relationship or to refrain\nfrom extending or renewing the same.  Nothing herein,\nhowever, will prohibit the Executive from acquiring or\nholding not more than one percent of any class of\npublicly traded securities of any such business; provided\nthat such securities entitle the Executive to no more\nthan one percent of the total outstanding votes entitled\nto be cast by security holders of such business in\nmatters on which such security holders are entitled to\nvote.\n\n          9.   DISPUTE RESOLUTION; ATTORNEYS' FEES.  All disputes\narising under or related to the employment of the\nExecutive or the provisions of this agreement shall be\nsettled by arbitration under the rules of the American\nArbitration Association then in effect, such arbitration\nto be held in Morristown, New Jersey, as the sole and\nexclusive remedy of either party and judgement on any\narbitration award may be entered in any court of\ncompetent jurisdiction.  The Company agrees to pay, as\nincurred, to the fullest extent permitted by law, all\nlegal fees and expenses that the Executive may reasonably\nincur as a result of any contest (regardless of the\noutcome) by the Company, the Executive or others of the\nvalidity or enforceability of or liability under, or\notherwise involving, any provision of this Agreement,\ntogether with interest on any delayed payment at the\napplicable federal rate provided for in Section\n7872(f)(2)(A) of the Code.  The Company shall also pay\nall reasonable legal fees and expenses incurred by the\nExecutive in connection with the preparation and\nnegotiation of this Agreement.\n\n          10.       SUCCESSORS.  (a)  This Agreement is personal to\nthe Executive and, without the prior written consent of\nthe Company, shall not be assignable by the Executive\notherwise than by will or the laws of descent and\ndistribution.  This Agreement shall inure to the benefit\nof and be enforceable by the Executive's legal\nrepresentatives.\n\n          (b)  This Agreement shall inure to the benefit\nof and be binding upon the Company and its successors and\nassigns.\n\n          (c) The Company shall require any successor\n(whether direct or indirect, by purchase, merger,\nconsolidation or otherwise) to all or substantially all\nof the business and\/or assets of the Company expressly to\nassume and agree to perform this Agreement in the same\nmanner and to the same extent that the Company would have\nbeen required to perform it if no such succession had\ntaken place.  As used in this Agreement, the 'Company'\nshall mean both the Company as defined above and any such\nsuccessor that assumes and agrees to perform this\nAgreement, by operation of law or otherwise.\n\n          11.       MISCELLANEOUS.  (a)  This Agreement shall be\ngoverned by, and construed in accordance with, the laws\nof the State of New Jersey, without reference to\nprinciples of conflict of laws.  The captions of this\nAgreement are not part of the provisions hereof and shall\nhave no force or effect.  This Agreement may not be\namended or modified except by a written agreement\nexecuted by the parties hereto or their respective\nsuccessors and legal representatives.\n\n          (b) All notices and other communications under\nthis Agreement shall be in writing and shall be given by\nhand delivery to the other party or by registered or\ncertified mail, return receipt requested, postage\nprepaid, addressed as follows:\n\n\n\n\n                    If to the Executive:\n\n                    c\/o Honeywell International Inc.\n                    101 Columbia Road\n                    Morristown, New Jersey\n\n                    If to the Company:\n\n                    Honeywell International Inc.\n                    101 Columbia Road\n                    Morristown, New Jersey\n                    Attention:  General Counsel\n                    \nor to such other address as either party furnishes to the\nother in writing in accordance with this paragraph (b) of\nSection 11.  Notices and communications shall be\neffective when actually received by the addressee.\n\n          (c) The invalidity or unenforceability of any\nprovision of this Agreement shall not affect the validity\nor enforceability of any other provision of this\nAgreement.  If any provision of this Agreement shall be\nheld invalid or unenforceable in part, the remaining\nportion of such provision, together with all other provi\nsions of this Agreement, shall remain valid and\nenforceable and continue in full force and effect to the\nfullest extent consistent with law.\n          \n          (d) Notwithstanding any other provision of\nthis Agreement, the Company may withhold from amounts\npayable under this Agreement all federal, state, local\nand foreign taxes that are required to be withheld by\napplicable laws or regulations.\n\n          (e)  The Executive's or the Company's failure\nto insist upon strict compliance with any provisions of,\nor to assert any right under, this Agreement (including,\nwithout limitation, the right of the Executive to\nterminate employment for Good Reason pursuant to\nparagraph (c) of Section 4 of this Agreement) shall not\nbe deemed to be a waiver of such provision or right or of\nany other provision of or right under this Agreement.\n\n          (f)  The Executive and the Company acknowledge\nthat, as of the Effective Time, this Agreement supersedes\n(i) the change in control letter agreement between the\nExecutive and Honeywell, dated December 19, 1994, and\n(ii) any other agreement between them concerning the\nsubject matter hereof and that, following the Effective\nTime, no such agreement shall be of any further force or\neffect.\n\n          (g)  The rights and benefits of the Executive\nunder this Agreement may not be anticipated, assigned,\nalienated or subject to attachment, garnishment, levy,\nexecution or other legal or equitable process except as\nrequired by law.  Any attempt by the Executive to\nanticipate, alienate, assign, sell, transfer, pledge,\nencum-ber or charge the same shall be void.  Payments\nhereunder shall not be considered assets of the Executive\nin the event of insolvency or bankruptcy.\n\n          (h)  This Agreement may be executed in several\ncounterparts, each of which shall be deemed an original,\nand said counterparts shall constitute but one and the\nsame instrument.\n\n          IN WITNESS WHEREOF, the Executive has hereunto\nset the Executive's hand and, pursuant to the\nauthorization of its Board, the Company has caused this\nAgreement to be executed in its name on its behalf, all\nas of the day and year first above written.\n\n[Seal]                        HONEYWELL INTERNATIONAL INC.\n\nAttest:\n\n\n\/s\/ Peter M. Kreindler        By:   \/s\/ Robert P. Luciano\n_______________________             __________________________\n                                    Robert P. Luciano\n                                    Director and Chairman of the\n                                    Management Development and\n                                    Compensation Committee\n\n                               \n                               \/s\/ Michael R. Bonsignore\n                               _________________________________\n                               Michael R. Bonsignore\n                         \n\n\n\n                            \n                            \n                       APPENDIX A\n                            \n                            \n         Consolidated Earnings Per Share Growth\n         ______________________________________\n                            \n<font size=\"2\">Calendar Year                           Growth in Consolidated EPS\n_____________                           __________________________\n2000 vs. 1999                                     20%\n2001 vs. 2000                                     17%\n2002 vs. 2001                                     16%\n\n\n    Cumulative Consolidated Earnings Per Share Growth\n    _________________________________________________\n\n<\/font>Cumulative Consolidated Earnings Per Share over the three-\nyear calendar period commencing January 1, 2000 and\nending December 31, 2002 must be at least 53% greater\nthan the Consolidated Earnings Per Share for calendar\nyear 1999.\n\n\n\n                            \n                            \n                       APPENDIX B\n\n\n<font size=\"2\">Calendar Year                           Target Operating Margin\n_____________                           _______________________\n2000                                                  15%\n2001                                                  16%\n2002                                                  17%\n\n\n\n\n\n<\/font>                       APPENDIX C\n\n\nAnnual Pay\n__________\n\n<font size=\"2\">1999                                     $2,097,552.96*\n1998                                      2,075,121.54\n1997                                      1,702,308.20\n                                         _____________\n                                         $5,874,982.70\n                                                   \/ 3\n                                               _______\nFinal Average Earnings*                  $1,958,327.57\n_______________________________\n\n\n\n\n\n\n\n\n\n__________________________________\n*    1999 Pay assumes (1) a change in salary rate (to\n     $1.5 million), effective for the last four pay\n<\/font>     periods of 1999 and (2) a 1999 bonus of $1 million.\n     Actual 1999 Pay and Final Average Earnings as of\n     12\/31\/99 will be adjusted to reflect actual 1999\n     salary and bonus.\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-39248","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\/39248","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=39248"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39248"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39248"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39248"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}