\n 7\/21\/00 $35.29 138,000 o Will vest as scheduled, 69,000 on 7\/21\/02 138,000 4\/2\/05
\n and 69,000 on 7\/21\/03
\n———————————————————————————————————————-
\n 7\/21\/00 $35.29 50,000 o Forfeit all on 4\/2\/02 (EPS Performance 0 NA
\n Options)
\n———————————————————————————————————————-
\n 7\/16\/01 $36.27 60,000 o Will vest as scheduled, 30,000 on 1\/1\/03 30,000 4\/2\/05
\n and forfeit 30,000 on 4\/2\/02
\n———————————————————————————————————————-
\n Total 248,000 168,000
\n———————————————————————————————————————-
\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\nYou may access your stock option account via the internet at
\nwww.benefitaccess.com, via the Honeywell Intranet, or by contacting the
\nHoneywell Stock Option Service Center at Salomon Smith Barney at 1-888-723-3391.<\/p>\n
Restricted Units<\/p>\n
Your unvested restricted units will be treated as follows:<\/p>\n
o Restricted Units – the 15,000 time based restricted units will vest as
\n scheduled on July 21, 2003.<\/p>\n
o Performance Restricted Units – the 15,000 performance contingent restricted
\n units will be canceled on April 2, 2002 and Executive shall have no right
\n to receive any payment in respect of such restricted units.<\/p>\n
Deferred Incentive Compensation and Deferred Salary<\/p>\n
Your eligibility to participate in the Deferred Incentive and Deferred Salary
\nprograms will cease at the end of your Grandfathered Vacation Period. Any
\ndeferred incentive compensation and deferred salary account balances, plus
\ninterest, will be paid in accordance with your previous payment and change in
\ncontrol elections. You will be vested in the premium interest rate for all your
\ndeferred incentive compensation and deferred salary accounts.<\/p>\n
Special Cash Retention Bonus<\/p>\n
Your final retention bonus of $90,000 was integrated into the Final Salary
\nContinuation Amount and will not be paid separately to you on July 1, 2002 (see
\nExhibit A).<\/p>\n
Page 5<\/p>\n
Unemployment Insurance<\/p>\n
You may be eligible for unemployment benefits. You should contact your local
\nunemployment office. The Company will not oppose an application for unemployment
\nbenefits.<\/p>\n
Executive Third Party Liability Insurance Coverage<\/p>\n
Your participation in the Company-sponsored third-party liability insurance
\ncoverage program will expire on your last day of active employment, February 28,
\n2002.<\/p>\n
Flexible Perquisite Program<\/p>\n
The dollar value of your right to the Company’s flexible perquisite program
\nthrough the end of the calendar year is $37,500 based on three remaining
\nquarters of 2002. In lieu of receiving a quarterly flexible perquisite allowance
\nof $12,500 for the second, third and fourth quarters of 2002, the dollar value
\nof this benefit was incorporated into the Final Salary Continuation Amount (see
\nExhibit A).<\/p>\n
Other Officer Benefits and Perquisites<\/p>\n
Your coverage under the Supplemental Long Term Disability and the Survivor
\nBenefit programs will end as of your last day of active employment, February 28,
\n2002.<\/p>\n
Executive Outplacement<\/p>\n
Executive outplacement assistance is available to you for up to 12 months,
\nending February 28, 2003. The Company has several national agreements with
\npremier outplacement firms. Executive outplacement assistance will be
\ncoordinated through your Human Resources office or by contacting Rob Novo, Human
\nResources Corporate Functions, (973) 455-6520.<\/p>\n
Consideration for the Release<\/p>\n
The severance pay, continuation of group insurance plan participation during
\nyour Salary Continuation Period, executive outplacement assistance and other
\nbenefits specified in the Agreement and Release to which you would not otherwise
\nbe entitled (the “Consideration”) are all things of value that will be available
\nto you only in return for your signed Agreement and Release in the form provided
\nto you. If you choose not to sign this Agreement and Release in the form
\nprovided to you, you will still receive the vacation pay described herein. Your
\ngroup insurance plan participation will generally end no later than the month in
\nwhich your last day of active employment falls. Other payments and benefits will
\ngenerally cease on your last day of active employment.<\/p>\n
Page 6<\/p>\n
Contingencies<\/p>\n
In order to receive the benefits under this Agreement and Release, you must
\nreturn this signed Agreement and Release to me at Honeywell International Inc.,
\n101 Columbia Road, Morristown, New Jersey 07962, no later than March 12, 2002.<\/p>\n
Provided that you have signed and returned this Agreement and Release, in the
\nevent of your death after your last day of active employment, payment of any
\nremaining salary continuation amounts owing under this Agreement and Release
\nwill be made to your designated beneficiary or, if none, to your estate.
\nHowever, employee benefits continuation will generally cease effective with your
\ndeath.<\/p>\n
In the event that before the end of your Benefit Period you accept a position
\nwith the Company, all payments and benefits under this Agreement and Release
\nwill terminate as of the date of your employment with the Company resumes. In
\nsuch event, all payments and benefits paid to you before you are reinstated or
\nrehired shall be considered to be valuable legal consideration to which you were
\nnot otherwise entitled and the Release of Claims, Confidentiality and Dispute
\nResolution provisions of this Agreement and Release shall remain in effect and
\nfully enforceable.<\/p>\n
Subject to the preceding paragraph, your acceptance of a position with another
\ncompany will not affect your eligibility for benefits under this Agreement and
\nRelease. However, the Company reserves the right to cancel your benefits in the
\nevent that, either before or after your termination of employment, you (a) are
\nconvicted of a felony, (b) commit any fraud or misappropriate property,
\nproprietary information, intellectual property or trade secrets of the Company
\nfor personal gain or for the benefit of another party, (c) actively recruit and
\noffer employment to any management employee of the Company, (d) engage in
\nintentional misconduct substantially damaging to the property or business of the
\nCompany, (e) make false or misleading statements about the Company or its
\nproducts, officers or employees to competitors or customers or potential
\ncustomers of the Company, or to current or former employees of the Company, or
\n(f) materially breach any of the terms of this Agreement and Release.<\/p>\n
While receiving salary continuation benefits pursuant to this Agreement and
\nRelease you will not be eligible to return to work at Honeywell as a Honeywell
\nemployee, as a leased employee or as an independent contractor or consultant.
\nWhile receiving salary continuation benefits and for at least six months after
\nyour Salary Continuation Period ends, you will not be eligible to return to work
\nat Honeywell as an employee of a Honeywell vendor.<\/p>\n
Release Of Claims <\/p>\n
In exchange for the Consideration, you, Barry C. Johnson, do hereby waive and do
\nhereby release, knowingly and willingly, Honeywell International Inc., its
\nfuture parent corporations, its predecessor companies, its past, present and
\nfuture divisions, subsidiaries, affiliates and related companies and their
\nsuccessors and assigns and all<\/p>\n
Page 7<\/p>\n
past, present and future directors, officers, employees and agents of these
\nentities, personally and as directors, officers, employees and agents
\n(collectively the “Honeywell Group”), from any and all claims of any nature
\nwhatsoever you have arising out of your employment and\/or the termination of
\nyour employment with the Honeywell Group, known or unknown, including but not
\nlimited to any claims you may have under federal, state or local employment,
\nlabor, or anti-discrimination laws, statutes and case law and specifically
\nclaims arising under the federal Age Discrimination in Employment Act, the Civil
\nRights Acts of 1866 and 1964, as amended, the Americans with Disabilities Act,
\nExecutive Order 11246, the Employee Retirement Income Security Act, the Family
\nand Medical Leave Act, the Rehabilitation Act of 1973, the Fair Labor Standards
\nAct, the Labor-Management Relations Act, the Equal Pay Act and the Worker
\nAdjustment Retraining and Notification Act, the New Jersey Law against
\nDiscrimination, as amended, the New Jersey Equal Pay Act, the New Jersey
\nSmokers’ Rights Law, the New Jersey Family Leave Act, the New Jersey
\nConstitution, the New Jersey Conscientious Employee Protection Act, New Jersey
\ncommon law, Claims under the Arizona Civil Rights Act, Arizona Equal Pay Law,
\nthe Arizona Constitution, Arizona common law and any and all other applicable
\nstate, county or local ordinances, statutes or regulations and any and all other
\napplicable state, county or local statutes, ordinances or regulations and any
\nother applicable state, county or local law, ordinance or statute including
\nclaims for attorneys’ fees; provided, however, that this release does not apply
\nto claims for benefits under Honeywell Group sponsored benefit plans covered
\nunder the Employee Retirement Income Security Act (other than claims for
\nseverance benefits), does not apply to claims arising out of obligations
\nexpressly undertaken in this Agreement and Release, and does not apply to claims
\narising out of any act or omission occurring after the date you sign this
\nAgreement and Release. Any rights to benefits (other than severance benefits)
\nunder Honeywell Group sponsored benefit plans are governed exclusively by the
\nwritten plan documents. You acknowledge and understand that you have accepted
\nthe Consideration referenced in this Agreement and Release in full satisfaction
\nof all claims and obligations of the Honeywell Group to you regarding any matter
\nor incident up to the date you execute this Agreement and Release and you
\naffirmatively intend to be legally bound thereby.<\/p>\n
You hereby agree and acknowledge that you are not entitled to receive any
\nadditional payments or benefits from the Honeywell Group related to your
\nemployment or termination of employment other than as expressly provided herein.<\/p>\n
Cooperation and Nondisclosure<\/p>\n
As further consideration for the benefits you receive under this Agreement and
\nRelease, you agree to cooperate fully with the Company in any matters that have
\ngiven or may give rise to a legal claim against the Company, and of which you
\nare knowledgeable as a result of your employment with the Company. This requires
\nyou, without limitation, to (1) make yourself available upon reasonable request
\nto provide information and assistance to the Company on such matters without
\nadditional compensation, except for your out of pocket costs, (2) maintain the
\nconfidentiality of all Company privileged or confidential information including,
\nwithout limitation, attorney-client privileged<\/p>\n
Page 8<\/p>\n
communications and attorney work product, unless disclosure is expressly
\nauthorized by the Company’s law department, and (3) notify the Company promptly
\nof any requests to you for information related to any pending or potential legal
\nclaim or litigation involving the Company, reviewing any such request with a
\ndesignated representative of the Company prior to disclosing any such
\ninformation, and permitting a representative of the Company to be present during
\nany communication of such information.<\/p>\n
Confidentiality<\/p>\n
You, Barry C. Johnson, agree not to disclose or cause any other person to
\ndisclose to third parties, including employees of the Company, the terms of this
\nAgreement and Release; provided, however, that you have the right to disclose
\nthe terms of this Agreement and Release to your spouse, your financial\/tax
\nadvisor and your attorney and in response to a governmental inquiry, including a
\ngovernmental tax audit or a judicial subpoena. You understand that your breach
\nof this confidentiality provision shall excuse the Company from performing
\nfurther under this Agreement and Release, and the Company shall be entitled to
\nrepayment of the Consideration provided hereunder upon demand. You agree that
\nneither this Agreement and Release nor any version of this Agreement and Release
\nshall be admissible in any forum as evidence against the Company or you except
\nin a proceeding to enforce this Agreement and Release. This Agreement and
\nRelease does not constitute an admission of wrongdoing by either party.<\/p>\n
You acknowledge and agree that any agreements signed by you relating to
\nintellectual property and confidential information acquired by you as a result
\nof your employment with the Company remain in full force and effect and place
\nlegal obligations upon you that continue beyond your employment with the
\nCompany. Exhibit B attached hereto and made a part hereof sets forth, in all
\nmaterial respects, the confidentiality covenants you have made with respect to
\nknowledge acquired during your employment with the Company. You acknowledge and
\nagree that you are reaffirming those covenants as part of this Agreement and
\nRelease. Exhibit C attached hereto and made a part hereof sets forth, in all
\nmaterial respects, your acknowledgement of your obligations upon termination of
\nemployment regarding Intellectual Property and Confidential Material.<\/p>\n
Dispute Resolution<\/p>\n
In the event of any claim regarding or dispute over the enforceability of this
\nAgreement and Release or any part thereof (other than determinations under ERISA
\nbenefit plans), the parties agree to submit such dispute or claim to binding
\narbitration in Morristown, New Jersey or the closest American Arbitration
\nAssociation to Morristown, New Jersey; provided, however, that this provision is
\nexpressly not intended to apply to any dispute covered by a claims appeal
\nprocedure contained in any ERISA plan document (other than a severance plan
\ndocument). New Jersey law will apply to any dispute or claim regarding this
\nAgreement or Release. To be timely filed, any such claim or dispute must be
\nsubmitted to the Company for binding arbitration within the limitations period
\nset by applicable federal or state law. The arbitrator shall be chosen by mutual
\nagreement between you and the Company from among available arbitrators
\nrecommended by the<\/p>\n
Page 9<\/p>\n
American Arbitration Association. The arbitration hearing will take place with
\nall due speed. The arbitrator shall render an award within 30 days of the
\narbitration hearing. The arbitrator shall have no power to amend, add to or
\nsubtract from this Agreement and Release. The award shall be admissible in any
\ncourt or agency action seeking to enforce or render unenforceable this Agreement
\nand Release or any portion thereof. The party determined by the Arbitrator(s) to
\nhave breached this Agreement or Release shall pay the legal fees of the
\nnon-breaching party.<\/p>\n
Severability; Entire Agreement; No Oral Modifications; No Waivers<\/p>\n
Should any of the provisions of this Agreement and Release (other than the
\nRelease of Claims provision) be determined to be invalid by a court of competent
\njurisdiction, the parties agree that this shall not affect the enforceability of
\nthe other provisions of the Agreement and Release. In such case, the parties
\nshall renegotiate the invalidated provision(s) in good faith to effectuate
\nits\/their purpose and to conform the provision(s) to applicable law. This
\nAgreement and Release constitutes a single integrated contract expressing the
\nentire agreement of the parties with respect to the subject matter hereof and
\nsupersedes all prior and contemporaneous oral and written agreements and
\ndiscussions with respect to the subject matter hereof. This Agreement and
\nRelease may be amended or modified only by an agreement in writing. The failure
\nby the Company to declare a breach or otherwise to assert its rights under this
\nAgreement and Release shall not be construed as a waiver of any right the
\nCompany has under this Agreement and Release.<\/p>\n
Page 10<\/p>\n
Acknowledgments And Certifications<\/p>\n
You, Barry C. Johnson, acknowledge and certify that you:<\/p>\n
(a) have read and understand all of the terms of this Agreement and Release
\n and do not rely on any representation or statement, written or oral, not
\n set forth in this Agreement and Release;<\/p>\n
(b) have had a reasonable period of time to consider this Agreement and
\n Release;<\/p>\n
(c) are signing this Agreement and Release knowingly and voluntarily;<\/p>\n
(d) have been advised to consult with an attorney before signing this
\n Agreement and Release;<\/p>\n
(e) have the right to consider the terms of this Agreement and Release for 21
\n days and if you take fewer than 21 days to review this Agreement and
\n Release, you hereby waive any and all rights to the balance of the 21 day
\n review period; and<\/p>\n
(f) have the right to revoke this Agreement and Release within seven days
\n after signing it, by providing written notice of revocation to Donald J.
\n Redlinger. If you revoke this Agreement and Release during this seven-day
\n period, it becomes null and void in its entirety.<\/p>\n
THIS IS A LEGALLY ENFORCEABLE DOCUMENT.<\/p>\n
HONEYWELL INTERNATIONAL INC.<\/p>\n
\/s\/ Barry C. Johnson By: \/s\/ Donald J. Redlinger
\n——————– ————————
\nBarry C. Johnson Donald J. Redlinger
\n Senior Vice President
\n Human Resources<\/p>\n
Dated: February 18, 2002 Dated: February 18, 2002<\/p>\n
Page 11<\/p>\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":[9539,9551],"class_list":["post-39766","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39766","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=39766"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39766"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39766"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39766"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}