{"id":39782,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/escrow-agreement-honeywell-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"escrow-agreement-honeywell-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/escrow-agreement-honeywell-international-inc.html","title":{"rendered":"Escrow Agreement &#8211; Honeywell International Inc."},"content":{"rendered":"<pre>                FORM OF ESCROW AGREEMENT USED TO SECURE CERTAIN\n             SUPPLEMENTAL RETIREMENT BENEFITS FOR CERTAIN OFFICERS\n                                 OF THE COMPANY\n\n                                ESCROW AGREEMENT\n\n          ESCROW AGREEMENT, dated as of December 21, 2000 (the \"Agreement\"), by\nand between HONEYWELL INTERNATIONAL INC., a Delaware corporation (the\n\"Company\"), [NAME] (\"Beneficiary\") and Victor P. Patrick (as escrow agent\nhereunder, the \"Escrow Agent\").\n\n                              W I T N E S S E T H :\n\n          WHEREAS, the Beneficiary is entitled to receive certain specific\npayments pursuant to the AlliedSignal Inc. Supplemental Pension Plan (the\n\"SERP\");\n\n          WHEREAS, the Company and the Beneficiary desire to have a certain\namount (the \"Escrow Amount\"), deposited in escrow as a source for payment of\namounts due to the Beneficiary pursuant to the SERP, and to have the Escrow\nAmount and Earnings held in escrow until portions of it are disbursed in\naccordance with the instructions of the Vice President of Human Resources of the\nCompany (the \"VPHR\") or his designee, which instructions will be solely in\naccordance with the terms of the SERP, except as provided in section 4(d)\nherein;\n\n          WHEREAS, the Company intends to discharge its obligations under the\nSERP first with the Escrow Amount and Earnings and only then from Company\nassets;\n\n          WHEREAS, the Company desires that the Escrow Agent assist the Company\nin effecting the payment of the Escrow Amount and Earnings by holding, as agent\nfor the Beneficiary, the Escrow Fund;\n\n          WHEREAS, the Escrow Amount and Earnings will be held for the sole\nbenefit of the Beneficiary, and will be considered an asset of the Beneficiary,\nand shall not be deemed to be an asset of the Company and shall not be subject\nto claims of the Company's creditors;\n\n          WHEREAS, the distribution of all or any part of the Escrow Amount and\nEarnings will reduce the amount the Company owes the Beneficiary pursuant to the\nSERP; and\n\n          WHEREAS, the Escrow Agent is willing to act as escrow agent in respect\nof the Escrow Fund upon the terms and conditions hereinafter set forth;\n\n\n\n\n\n\n\n          NOW, THEREFORE, for good and valuable consideration, the receipt and\nadequacy of which are hereby acknowledged by each of the parties hereto, the\nparties hereto, intending to be legally bound, do hereby agree as follows:\n\n          1. Appointment of Escrow Agent. The Company hereby appoints the Escrow\nAgent as escrow agent in accordance with the terms and conditions set forth\nherein, and the Escrow Agent hereby accepts such appointment.\n\n          2. Deposit into the Escrow Fund. On or about December 21, 2000, the\nCompany will deposit, or cause to be deposited, with the Escrow Agent the Escrow\nAmount, the receipt of which will be acknowledged by the Escrow Agent\nsubstantially in the form of Exhibit C attached hereto, and which Escrow Amount\nshall be held by the Escrow Agent upon the terms and conditions hereinafter set\nforth.\n\n          3. Custody of the Escrow Fund. (a) During the term of this Agreement,\nthe Escrow Agent shall hold in custody the Escrow Amount and any interest paid\nthereon (\"Earnings\"), less any distributions pursuant to Section 4 hereof (the\n\"Escrow Fund\"). Notwithstanding the foregoing, the Escrow Agent shall have the\npower to release all or any portion of the Escrow Fund, when required to,\npursuant to Section 4 hereof.\n\n          (b) The Escrow Fund shall be held for the account of the Beneficiary\n     as a source for payments of amounts due to him under the SERP, and will be\n     considered an asset of the Beneficiary, and shall not be deemed to be an\n     asset of the Company and shall not be subject of claims of the Company's\n     creditors.\n\n          (c) If instructed by the VPHR prior to 1:00 p.m. on any Business Day,\n     the Escrow Agent shall invest the Escrow Fund in a money market mutual fund\n     or other similar investment as selected by the VPHR. The Escrow Agent shall\n     maintain records showing amounts deposited hereunder, earnings on said\n     amounts, and amounts disbursed from the Escrow Fund in accordance with this\n     Agreement.\n\n          (d) Any Earnings on the Escrow Fund shall be treated as an asset of\n     the Beneficiary, and shall be distributed to the Beneficiary in the manner\n     provided hereinafter.\n\n          4. Distribution of Escrow Fund. The Escrow Agent shall hold the Escrow\nFund in its possession until instructed hereunder to deliver the Escrow Fund or\nany specified portion thereof as follows:\n\n          (a) Notwithstanding anything else in this Section 4, no portion of the\n     Escrow Fund shall be disbursed except in accordance with the instructions\n     of the VPHR.\n\n\n                                       2\n\n\n\n\n\n\n\n          (b) The instructions of the VPHR shall carry out the parties' intent\n     to discharge the Company's obligation under the SERP first with the Escrow\n     Amount and Earnings.\n\n          (c) If the VPHR delivers a written release notice substantially in the\n     form of Exhibit A attached hereto, to the Escrow Agent, the Escrow Agent\n     shall release the Escrow Fund (or any portion thereof) to the parties\n     referenced in such notice within one (1) Business Day. It is anticipated\n     that such notice shall be delivered by the VPHR in order to insure timely\n     delivery of the amounts due to be paid to the Beneficiary pursuant to the\n     terms of the SERP.\n\n          (d) Earnings on the Escrow Amount shall constitute income of the\n     Beneficiary and shall be released to the Beneficiary annually pursuant to\n     specific instructions contained in the above described release notice.\n\nFor purposes of this Agreement, \"Business Day\" shall mean any day that is not a\nSaturday or Sunday or a day on which banks are required or permitted by law or\nexecutive order to be closed in the City of New York.\n\n          5. Final Distribution of Escrow Fund. After disbursing all amounts due\nto the Beneficiary pursuant to the SERP, the Escrow Agent shall distribute the\nremaining balance, if any, of the Escrow Fund as directed by the VPHR in the\nmanner described in Section 4 above.\n\n          6. Resignation or Removal of Escrow Agent. The Escrow Agent may resign\nand be discharged from its duties hereunder at any time by giving written notice\nof such resignation to the Company specifying a date when such resignation shall\ntake effect and upon delivery of the Escrow Fund to the successor escrow agent\ndesignated by the Company in writing. Such successor Escrow Agent shall become\nthe Escrow Agent hereunder upon the resignation date specified in such notice.\nIf the Company fails to designate a successor Escrow Agent within thirty (30)\ndays after such notice, the Escrow Agent shall be entitled to apply to a court\nof competent jurisdiction for the appointment of a successor. The Escrow Agent\nshall continue to serve until its successor accepts the escrow and receives the\nEscrow Fund. The Company shall have the right at any time to remove the Escrow\nAgent and substitute a new escrow agent by giving notice thereof to the Escrow\nAgent then acting. Upon its resignation and delivery of the Escrow Fund as set\nforth in this Section 6, the Escrow Agent shall be discharged of and from any\nand all further obligations arising in connection with the escrow contemplated\nby this Agreement.\n\n          7. Indemnification of Escrow Agent. (a) The Escrow Agent shall have no\nduties or responsibilities whatsoever with respect to the Escrow Fund except as\nare specifically set forth herein. The Escrow Agent shall neither be responsible\nfor or liable under, nor chargeable with knowledge of the terms and conditions\nof, any other agreement, instrument or document in connection herewith. The\nEscrow Agent may\n\n\n                                       3\n\n\n\n\n\n\n\nconclusively rely upon, and shall be fully protected from all liability, loss,\ncost, damage or expense in acting or omitting to act pursuant to any written\nnotice, instrument, request, consent, certificate, document, letter, telegram,\nopinion, order, resolution or other writing hereunder without being required to\ndetermine the authenticity of such document, the correctness of any fact stated\ntherein, the propriety of the service thereof or the capacity, identity or\nauthority of any party purporting to sign or deliver such document. The Escrow\nAgent shall have no responsibility for the contents of any such writing\ncontemplated herein and may rely without any liability upon the contents\nthereof.\n\n          (b) The Escrow Agent shall not be liable for any action taken or\nomitted by it in good faith and reasonably believed by it to be authorized\nhereby or with the rights or powers conferred upon it hereunder, nor for action\ntaken or omitted by it in good faith, and in accordance with advice of counsel\n(which counsel may be of the Escrow Agent's own choosing), and shall not be\nliable for any mistake of fact or error of judgment or for any acts or omissions\nof any kind except for its own willful misconduct or gross negligence.\n\n          (c) The Company agrees to indemnify the Escrow Agent and its\nemployees, directors, officers and agents and hold each harmless against any and\nall liabilities incurred by it hereunder as a consequence of such party's\naction, and to indemnify the Escrow Agent and hold it harmless against any\nclaims, costs, payments, and expenses (including the fees and expenses of\ncounsel) and all liabilities incurred by it in connection with the performance\nof its duties hereunder and them hereunder, except in either case for claims,\ncosts, payments, and expenses (including the fees and expenses of counsel) and\nliabilities incurred by the Escrow Agent resulting from its own willful\nmisconduct or gross negligence. The provisions of this Section 7 shall survive\nthe termination of this Agreement or resignation or removal of the Escrow Agent.\n\n          8. Compensation of Escrow Agent. The Escrow Agent shall be entitled to\npayment from the Company for reasonable and customary fees and expenses for all\nservices rendered by it hereunder in accordance with Schedule B attached hereto\n(as such schedule may be amended from time to time). The Escrow Agent shall also\nbe entitled to reimbursement on demand for all loss, liability, damage or\nexpenses paid or incurred by it in the administration of its duties hereunder,\nincluding, but not limited to, all reasonable counsel, advisors' and agents'\nfees and disbursements and all taxes or other governmental charges. At all\ntimes, the Escrow Agent will have a right of set off and first lien on funds in\nthe Escrow Fund for payment of customary fees and expenses and all such\nreasonable loss, liability, damage or expenses.\n\n          9. Termination of Agreement. This Agreement shall terminate on the\nfinal disposition of the Escrow Fund pursuant to Section 5, provided that the\nrights of the Escrow Agent and the obligations of the other parties hereto under\nSections 7 and 8 shall survive the termination hereof and the resignation or\nremoval of the Escrow Agent.\n\n\n                                       4\n\n\n\n\n\n\n\n          10. Consents to Service Process. Each of the parties hereto hereby\nirrevocably consents to the jurisdiction of the courts of the State of New York\nand of any Federal Court located in the Borough of Manhattan in such State in\nconnection with any action, suit or other proceeding arising out of or relating\nto this Agreement or any action taken or omitted hereunder, and waives any claim\nof forum non conveniens and any objections as to laying of venue. Each party\nfurther waives personal service of any summons, complaint or other process and\nagree that the service thereof may be made by certified or registered mail\ndirected to such person at such person's address for purposes of notices\nhereunder.\n\n          11. Tax Withholding &amp; Reporting. (a) On or prior to the date of this\nAgreement, the Beneficiary, for purposes of United States backup withholding tax\nand information reporting requirements, will provide the Escrow Agent with an\nexecuted copy of Internal Revenue Service form W-9 or any successor form.\n\n          12. Miscellaneous. (a) This Agreement embodies the entire agreement\nand understanding among the parties relating to the subject matter hereof, and\nmay not be changed orally, but only by an instrument in writing signed by the\nparties hereto.\n\n          (b) All notices and other communications under this Agreement shall be\nin writing and shall be deemed given when delivered personally, on the next\nBusiness Day after delivery to a recognized overnight courier or mailed first\nclass (postage prepaid) or when sent by facsimile to the parties (which\nfacsimile copy shall be followed, in the case of notices or other communications\nsent to the Escrow Agent, by delivery of the original) at the following\naddresses (or to such other address as a party may have specified by notice\ngiven to the other parties pursuant to this provision):\n\n          If to the Company, to:\n\n                          Honeywell International Inc.\n                          101 Columbia Road\n                          Morris Township, NJ  07962-2497\n                          Telephone: (973) 455-2000\n                          Attention: Peter M. Kreindler, Esq.\n\n          If to the Escrow Agent, to:\n\n                          Victor P. Patrick\n                          101 Columbia Road\n                          Morris Township, NJ  07962-2497\n                          Telephone: (973) 455-2000\n\n\n                                       5\n\n\n\n\n\n\n\n          (c) This Agreement and the rights and obligations hereunder of parties\nhereto may not be assigned except with the prior written consent of the other\nparties hereto. This Agreement shall be binding upon and inure to the benefit of\neach party's respective successors and permitted assigns. Except as expressly\nprovided herein, no other person shall acquire or have any rights under or by\nvirtue of this Agreement.\n\n          (d) This Agreement may not be amended, supplemented or otherwise\nmodified without the prior written consent of the parties hereto.\n\n          (e) This Agreement shall be governed by and construed in accordance\nwith the laws of the State of New York without reference to the principles of\nconflict of laws.\n\n          (f) This Agreement may be executed in two or more counterparts, each\nof which shall be an original, but all of which together shall constitute one\nand the same instrument.\n\n\n\n\n\n\n\n                                       6\n\n\n\n\n\n\n\n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n\n                                             HONEYWELL INTERNATIONAL INC.\n                                             Tax ID :\n\n\n                                             By\n                                               --------------------------\n                                                Name:\n                                                Title:\n\n\n\n\n                                             ----------------------------\n                                             Beneficiary\n\n\n\n\n                                             Victor P. Patrick\n                                               as Escrow Agent\n\n\n\n                                             By\n                                               --------------------------\n                                               Victor P. Patrick\n\n\n\n\n                                       7\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":[9540,9539],"class_list":["post-39782","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-honeywell-international-inc","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_types-compensation__benefits","corporate_contracts_types-compensation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39782","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=39782"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39782"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39782"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39782"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}