\n 12\/3\/99 195,000 $63.0000 Vest as Scheduled 97,500 on 1\/1\/02 12\/2\/09
\n 97,500 on 1\/1\/03
\n————————————————————————————————————–
\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\no Performance Options – the 108,000 performance options granted to Executive
\n on 12\/3\/99 will terminate and be forfeited on Executive’s Termination Date.<\/p>\n
o Performance Restricted Units – the 32,500 performance contingent restricted
\n units will be canceled on Executive’s Termination Date and Executive shall
\n have no right to receive any payment in respect of such restricted units.<\/p>\n
Executive shall be responsible for all worldwide income taxes related to the
\nexercise of stock options and the subsequent sale of stock received. All option
\nexercises are subject to applicable tax withholdings.<\/p>\n
Subject to the terms hereof, Executive’s vested options and unvested options
\nthat become exercisable hereby shall be exercisable in accordance with their
\nterms and the terms of the 1993 Stock Plan for Employees of Honeywell
\nInternational Inc. and its Affiliates including without limitation, provisions
\nrelated to acceleration upon Change in Control.<\/p>\n
Executive may contact the Honeywell Stock Option Service Center at Salomon Smith
\nBarney at 888-723-3391 to exercise Executive’s stock options.<\/p>\n
Consideration for the Release
\n—————————–<\/p>\n
The Company offers Executive the Severance Pay and benefits continuation and
\nOption Vesting (“Consideration”) described herein only in exchange and in
\nconsideration for Executive’s entering into this Settlement Agreement and
\nRelease in the form provided to Executive. By signing this Settlement Agreement
\nand Release, Executive agrees that the Consideration described above is (i) in
\nfull payment of all benefits to which Executive may be entitled under any
\ncurrent or former Company sponsored or Company paid severance pay plans,
\npolicies or indemnities or that may be claimed under applicable laws whether in
\nthe U.S., Belgium, Italy or other European country; and (ii) are in addition to
\nany other benefit to which Executive may otherwise be entitled under any current
\nor former Company sponsored or Company paid insurance, employee stock ownership,
\nvacation, disability, pension or other benefit plans or policies or that may be
\nclaimed under applicable laws whether in the U.S., Belgium, Italy or other
\nEuropean country. In order to receive the Consideration, Executive must return
\nthis signed Settlement Agreement and Release, in the form in which it is
\nprovided to Executive, to the attention of Donald J. Redlinger, Senior Vice
\nPresident, HR and Communications, at Honeywell, 101 Columbia Road, Morristown,
\nNew Jersey 07962, no later than 21 days from the date that Executive receives
\nthis Settlement Agreement and Release. If Executive chooses not to sign this
\nSettlement Agreement and Release in the form provided to Executive, Executive
\nwill still receive the vacation pay described herein. Executive’s group
\ninsurance plan participation will end no later than the month in which
\nExecutive’s last day of active employment falls. Other payments and benefits
\nwill end on Executive’s last day of active employment.<\/p>\n
Pension
\n——-<\/p>\n
Executive has a vested executive retirement benefit that is described in the
\nHoneywell Europe Pension Plan a.s.b.l. and as described in Appendix A to this
\nSettlement Agreement and Release. Executive may arrange for payment of his
\npension by contacting John Hacquebard in Brussels at + 32 (2) 728-2356. You will
\nnot be eligible to receive your pension distribution until you cease to be a
\nresident of the United States and establish a “Closer Connection” to Italy. The
\nCompany shall make payment, within twenty days of the Executive furnishing proof
\nof a “Closer Connection” to Italy as described on page 4 of this document.<\/p>\n
Group Insurance Coverage
\n————————<\/p>\n
Provided Executive signs and returns the Settlement Agreement and Release in the
\nform provided to him, Executive may elect to retain his coverage in the
\nCompany’s group insurance plans for active employees through the end of the
\nmonth in which Executive’s Severance ends, August 31, 2004. Since Executive’s
\nseverance will be paid as a lump sum, the employee share of any premiums shall
\nbe billed to Executive directly. Failure to make the required premium payments
\nwill result in the cancellation of Executive’s group<\/p>\n
insurance coverage. However, if Executive becomes re-employed and receives group
\ninsurance coverage with another employer, Executive will cease to be eligible
\nfor group insurance continuation under this Agreement. Notwithstanding the
\nforegoing, any Long Term Disability coverage and business travel insurance
\nExecutive has will terminate on August 31, 2001. Executive may also elect to
\nretain any coverage Executive has with CIGNA’s Group Universal Life Insurance
\nProgram (GUL) through August 31, 2004. If Executive wishes to continue the GUL
\ninsurance beyond the Severance Period, on a direct pay basis, Executive can
\ncontact CIGNA at 800-243-3264.<\/p>\n
Executive’s Honeywell Italy group health insurance coverage will expire at the
\nend of Executive’s Severance Period, August 31, 2004. At the end of Executive’s
\nSeverance Period, Executive will be eligible for retiree medical benefits
\nconsistent with the terms of the Honeywell Italy Retiree Medical Plan and
\nExecutive’s service.<\/p>\n
Executive Third Party Liability Insurance Coverage
\n————————————————–<\/p>\n
Executive’s participation in the Company-sponsored third-party liability
\ninsurance coverage program will expire on August 31, 2001.<\/p>\n
Flexible Perquisite Program
\n—————————<\/p>\n
Participation in this program ends with the payment of Executive’s Fourth
\nQuarter, 2001 payment in the amount of $12,500. The payment will be made in
\nOctober and is subject to applicable taxes and withholdings (i.e., Belgian
\nnon-resident tax rates as currently utilized).<\/p>\n
Income Tax Equalization for Company-Related Earnings Abroad; Indemnification
\n—————————————————————————-<\/p>\n
Following termination of Executive’s employment, Executive remains eligible for
\ntax equalization of income taxes relating to Company-related employment earnings
\nwhile in the U.S. However, in order to be entitled to post-termination tax
\nequalization payments, Executive must settle with the Company the full amount of
\nany existing tax loans or advances, tax equalization calculations (TEQ indicates
\nExecutive will owe the Company) and foreign tax credit carryovers. Deloitte & Touche will continue (the “Tax Preparer”) to prepare Executive’s U.S.,
\napplicable state and non-U.S. income tax returns and will calculate Executive’s
\ntax equalization for the year the Executive’s foreign assignment ends and then
\none additional calendar year.<\/p>\n
Any income tax reimbursement due Executive will first be applied to settle any
\noutstanding tax loans or advances previously made to Executive; any balance will
\nbe paid to Executive at the conclusion of the tax equalization settlement
\nprocess. Likewise, any tax reimbursement due the Company will be added to any
\noutstanding tax loans or advances previously made to Executive, which Executive
\nshall repay at the conclusion of the tax equalization settlement process.<\/p>\n
Final settlement of 2000 tax equalization issues is expected within 60 days from
\nthe date the tax equalization settlement is prepared by the Tax Preparer. Final
\nsettlement of 2001 tax equalization issues is also expected within 60 days from
\nthe date the tax equalization settlement is prepared by the Tax Preparer.
\nExecutive agrees to cooperate fully with the Tax Preparer in completing the Tax
\nPreparer’s tax organizer forms and filing all income tax returns on a timely
\nbasis. Executive is personally responsible for the payment of any income taxes,
\npenalties and interest determined to be owing as a result of the tax
\nequalization settlement process and Executive agrees to make these payments when
\ndue. Executive shall pay to the Company any amounts determined in the Tax
\nPreparer’s final tax equalization settlement report to be owing to the Company
\nwithin 30 calendar days of Executive’s receipt of the applicable settlement
\nreport. Executive may make repayment by directing the Company to deduct amounts
\nowed the Company from the next salary continuation payments owing to Executive,
\nif any. The parties agree that the Company has the right to deduct amounts owed
\nthe Company as a result of the tax equalization settlement process from salary
\ncontinuation payments or from any lump sum severance payments to Executive owing
\nto Executive if, after 30 business days from Executive’s receipt of the
\nsettlement report, Executive has not repaid amounts owing and has not directed
\nthe Company to deduct amounts owing from salary continuation.<\/p>\n
If any additional income taxes attributable to Executive’s Company-related
\nemployment earnings are assessed against Executive after Executive’s 2000 and
\n2001 U.S., applicable state and non-U.S. income tax returns are filed, the
\nCompany shall indemnify Executive for any such additional income taxes owing for
\n2000 or 2001 that are directly attributable to and resulting from Executive’s
\nassignment inside the U.S., by paying such income taxes, interest and penalties
\non Executive’s behalf, including a gross-up for any additional income taxes
\nowing on this payment. The Company’s indemnity payments shall be determined and
\ncalculated in a manner consistent with the Company’s existing tax equalization
\npolicy as applied by the Tax Preparer.<\/p>\n
Repatriation from the United States to Italy
\n——————————————–<\/p>\n
You are eligible for repatriation based on Honeywell’s International Assignment
\nPolicy, which will include the following:<\/p>\n
o Physical move and insurance of your household goods;
\n o Storage for up to six months (an increase over our policy which is 60
\n days);
\n o 45 days of temporary living;
\n o Business class airfare for you, your wife and dependant son;
\n o $10,000 for incidental expenses; and
\n o Lease cancellation and apartment closeout expenses, if necessary.<\/p>\n
Contingencies
\n————-<\/p>\n
In order to receive the benefits under this Settlement Agreement and Release,
\nExecutive must return this signed Settlement Agreement and Release to Donald J.
\nRedlinger, Senior Vice President, Human Resources and Communications at
\nHoneywell International Inc., 101 Columbia Road, Morristown, New Jersey 07962,
\nno later than October 3, 2001.<\/p>\n
Provided that Executive has signed and returned this Settlement Agreement and
\nRelease, in the event of Executive’s death after Executive’s termination date,
\npayment of any remaining Severance Pay owing under this Settlement Agreement and
\nRelease will be made to Executive’s designated beneficiary or, if none, to
\nExecutive’s estate. However, employee benefits continuation will generally cease
\neffective with Executive’s death.<\/p>\n
In the event that before the end of Executive’s Benefit Period, Executive
\naccepts a position with the Company, all payments and benefits under this
\nSettlement Agreement and Release will terminate as of the date of Executive’s
\nemployment with the Company resumes. In such event, all payments and benefits
\npaid to Executive before Executive is reinstated or rehired shall be considered
\nto be valuable legal consideration to which Executive was not otherwise entitled
\nand the Release of Claims, Confidentiality and Dispute Resolution provisions of
\nthis Settlement Agreement and Release shall remain in effect and fully
\nenforceable.<\/p>\n
Subject to the preceding paragraph, Executive’s acceptance of a position with
\nanother company will not affect Executive’s eligibility for benefits under this
\nSettlement Agreement and Release. However, the Company reserves the right to
\ncancel Executive’s benefits in the event that Executive, either before or after
\nExecutive’s termination of employment, (a) is convicted of a felony, (b) commits
\nany fraud or misappropriate property, proprietary information, intellectual
\nproperty or trade secrets of the Company for personal gain or for the benefit of
\nanother party, (c) actively recruits and offers employment to any management
\nemployee of the Company, (d) engages in intentional misconduct substantially
\ndamaging to the property or business of the Company, (e) makes false or
\nmisleading statements about the Company or its products, officers or employees
\nto competitors or customers or potential customers of the Company, or to current
\nof former employees of the Company, (f) materially breaches any of the terms of
\nthis Settlement Agreement and Release, or (g) engages in any other activity
\nwhich the Corporation considers detrimental to its interests, as determined by
\nthe Senior Vice President and General Counsel and the Senior Vice
\nPresident-Human Resources and Communications, in their sole discretion.<\/p>\n
While receiving Severance Pay, Executive will not be eligible to return to work
\nat the Company as an employee or as a consultant. While receiving Severance Pay,
\nand for at least six months after Executive’s Severance Pay Period ends,
\nExecutive will not be eligible to return to work at the Company as an employee
\nof a major Company vendor.<\/p>\n
Release Of Claims
\n—————–<\/p>\n
In exchange for the Consideration, Executive, Giannantonio Ferrari, hereby
\nwaives and releases, knowingly and willingly, the Company, future parent
\ncorporations, predecessor companies, past, present and future divisions,
\nsubsidiaries, affiliates and related companies and their successors and assigns
\nand all past, present and future directors, officers, employees and agents of
\nthese entities, personally and as directors, officers, employees and agents
\n(collectively the “Honeywell Group”):<\/p>\n
(1) from any and all rights and claims of any nature whatsoever Executive has
\n or may assert arising out of Executive’s employment, Executive’s current
\n and prior employment contract, written or implied, including, without
\n limitation, any and all rights acquired under the Belgian employment
\n contract dated January 1, 1992 and Executive’s Letter of Assignment dated
\n May 21, 1977;<\/p>\n
(2) from any and all rights and claims of any nature that Executive may have or
\n may assert arising out of the termination of Executive’s employment with
\n the Honeywell Group, known or unknown, including but not limited to any
\n claims Executive may have under the laws of Belgium, Italy or any other
\n European country, and under U.S. federal, state or local employment, labor,
\n or anti-discrimination laws, statutes and case law and specifically claims
\n arising under the federal Age Discrimination in Employment Act, the Civil
\n Rights Acts of 1866 and 1964, as amended, the Americans with Disabilities
\n Act, Executive Order 11246, the Employee Retirement Income Security Act,
\n the Family and Medical Leave Act, the Rehabilitation Act of 1973, the Fair
\n Labor Standards Act, the Labor-Management Relations Act, the Equal Pay Act
\n and the Worker Adjustment Retraining and Notification Act, the New Jersey
\n Law against Discrimination, as amended, the New Jersey Equal Pay Act, the
\n New Jersey Smokers’ Rights Law, the New Jersey Family Leave Act, the New
\n Jersey Constitution, the New Jersey Conscientious Employee Protection Act,
\n New Jersey common law, the Minnesota Human Rights Act, the Minnesota Equal
\n Pay Law, the Minnesota Age Discrimination Law, the Minnesota Smokers’
\n Rights Law, the Minnesota Parental Leave Act, the Minnesota Constitution,
\n Minnesota common law and any and all other applicable national, state,
\n county or local statutes, ordinances or regulations and any and all other
\n applicable national, state, county or local statutes, ordinances or
\n regulations and any other applicable state, county or local law, ordinance
\n or statute including claims for attorneys’ fees; and<\/p>\n
(3) any right to pursue any of the foregoing through litigation in a court of
\n law or administrative agency or tribunal in the United States, Belgium,
\n Italy or other European country; provided, however, that this Settlement
\n Agreement and Release does not apply to claims for benefits under Honeywell
\n Group sponsored benefit plans covered under the Employee Retirement Income
\n Security Act (other than claims for severance benefits), does not apply to
\n claims arising out of obligations expressly undertaken in this Settlement
\n Agreement and Release, and does not apply to claims arising out of any act
\n or omission occurring after the date Executive signs this Settlement
\n Agreement and Release. Any rights to benefits (other than severance
\n benefits), under Honeywell Group sponsored benefit plans are governed
\n exclusively by <\/p>\n
the written plan documents. Executive acknowledges and understands that
\n Executive has accepted the Consideration referenced in this Settlement
\n Agreement and Release in full satisfaction of all claims and obligations of
\n the Honeywell Group to Executive regarding any matter or incident up to the
\n date Executive executes this Settlement Agreement and Release and Executive
\n affirmatively intends to be legally bound thereby.<\/p>\n
Executive hereby agrees and acknowledges that Executive is not entitled to
\nreceive any additional payments or benefits from the Honeywell Group related to
\nExecutive’s employment or termination of employment other than as expressly
\nprovided herein.<\/p>\n
Cooperation and Nondisclosure
\n—————————–<\/p>\n
As further consideration for the benefits Executive receives under this
\nSettlement Agreement and Release, Executive agrees to cooperate fully with the
\nCompany in any matters as to which Executive is knowledgeable as a result of
\nExecutive’s employment with the Company, including, without limitation, matters
\nthat have given or may give rise to a legal claim against the Company. This
\nrequires Executive, without limitation, to (1) make himself available upon
\nreasonable request to provide information and assistance to the Company on such
\nmatters without additional compensation, except for Executive’s out of pocket
\ncosts, (2) maintain the confidentiality of all Company privileged or
\nconfidential information including, without limitation, attorney-client
\nprivileged communications and attorney work product, unless disclosure is
\nexpressly authorized by the Company’s law department, and (3) notify the Company
\npromptly of any requests to Executive for information related to any pending or
\npotential legal claim or litigation involving the Company, reviewing any such
\nrequest with a designated representative of the Company prior to disclosing any
\nsuch information, and permitting a representative of the Company to be present
\nduring any communication of such information.<\/p>\n
Confidentiality
\n—————<\/p>\n
Executive agrees not to disclose or cause any other person to disclose to third
\nparties, including employees of the Company, the terms of this Settlement
\nAgreement and Release; provided, however, that Executive has the right to
\ndisclose the terms of this Settlement Agreement and Release to Executive’s
\nspouse, Executive’s financial\/tax advisor and Executive’s attorney and in
\nresponse to a governmental inquiry, including a governmental tax audit or a
\njudicial subpoena. Executive understands that Executive’s breach of this
\nconfidentiality provision shall excuse the Company from performing further under
\nthis Settlement Agreement and Release, and the Company shall be entitled to
\nrepayment of the Consideration provided hereunder upon demand. Executive agrees
\nthat neither this Settlement Agreement and Release nor any version of this
\nSettlement Agreement and Release shall be admissible in any forum as evidence
\nagainst the Company or Executive except in a proceeding to enforce this
\nSettlement Agreement and <\/p>\n
Release. This Settlement Agreement and Release does not constitute an admission
\nof wrongdoing by either party.<\/p>\n
Executive acknowledges and agrees that any agreements signed by Executive
\nrelating to intellectual property and confidential information acquired by
\nExecutive during or as a result of Executive’s employment with the Company
\nremain in full force and effect and place legal obligations upon Executive which
\ncontinue beyond Executive’s employment with the Company.<\/p>\n
Dispute Resolution
\n——————<\/p>\n
In the event of any claim regarding or dispute over the enforceability of this
\nSettlement Agreement and Release or any part thereof (other than determinations
\nunder ERISA benefit plans), the parties agree to submit such dispute or claim to
\nbinding arbitration; provided, however, that this provision is expressly not
\nintended to apply to any dispute covered by a claims appeal procedure contained
\nin any ERISA plan document (other than a severance plan). To be timely filed,
\nany such claim or dispute must be submitted to the Company for binding
\narbitration within the limitations period set by applicable federal or state
\nlaw. The arbitrator shall be chosen by mutual agreement between Executive and
\nthe Company from among available arbitrators recommended by the American
\nArbitration Association. The arbitration hearing will take place with all due
\nspeed. The costs of arbitration shall be borne equally by Executive and the
\nCompany. The arbitrator shall render an award within 30 days of the arbitration
\nhearing. The arbitrator shall have no power to amend, add to or subtract from
\nthis Settlement Agreement and Release. The award shall be admissible in any
\ncourt or agency action seeking to enforce or render unenforceable this
\nSettlement Agreement and Release or any portion thereof. Jurisdiction over any
\nclaim or dispute arising with respect to t his Settlement Agreement and Release
\nshall be governed by U.S. law, in the State of New Jersey; any arbitration or
\nlegal proceeding must take place in Morris County, New Jersey.<\/p>\n
Severability; Entire Agreement; No Oral Modifications; No Waivers
\n—————————————————————–<\/p>\n
This Settlement Agreement and Release constitutes a single integrated contract
\nexpressing the entire agreement of the parties with respect to the subject
\nmatter hereof, compromising any and all rights and obligations of the parties,
\nwithout exception, and supersedes all prior and contemporaneous oral and written
\nagreements and discussions with respect to the subject matter hereof. This
\nSettlement Agreement and Release may be amended or modified only by an agreement
\nin writing. The failure by the Company to declare a breach or otherwise to
\nassert its rights under this Settlement Agreement and Release shall not be
\nconstrued as a waiver of any right the Company has under this Settlement
\nAgreement and Release. Should any of the provisions of this Settlement Agreement
\nand Release (other than the Release and Waiver of Claims) be determined to be
\ninvalid by a court of competent jurisdiction, the parties agree that this shall
\nnot affect the enforceability of the other provisions of the Settlement
\nAgreement and Release and <\/p>\n
the parties shall negotiate the provision or provisions in good faith to
\neffectuate its or their purpose and to conform the provision or provisions to
\nlaw.<\/p>\n
Governing Law
\n————-<\/p>\n
This Settlement Agreement and Release shall be governed by the laws of the State
\nof New Jersey, in the United States.<\/p>\n
Acknowledgments And Certifications
\n———————————-<\/p>\n
Executive, Giannantonio Ferrari, acknowledges and certifies that Executive:<\/p>\n
(a) has read and understands all of the terms of this Settlement Agreement
\n and Release and does not rely on any representation or statement,
\n written or oral, not set forth in this Settlement Agreement and
\n Release;<\/p>\n
(b) has had a reasonable period of time to consider this Settlement
\n Agreement and Release;<\/p>\n
(c) is signing this Settlement Agreement and Release knowingly and
\n voluntarily;<\/p>\n
(d) has been advised to consult with an attorney before signing this
\n Settlement Agreement and Release;<\/p>\n
(e) has the right to consider the terms of this Settlement Agreement and
\n Release for 21 days and if Executive takes fewer than 21 days to review
\n this Settlement Agreement and Release, Executive hereby waives any and
\n all rights to the balance of the 21 day review period; and<\/p>\n
(f) has the right to revoke this Settlement Agreement and Release within
\n seven days after signing it, by providing written notice of revocation
\n to Donald J. Redlinger. If Executive revokes this Settlement Agreement
\n and Release during this seven-day period, it becomes null and void in
\n its entirety.<\/p>\n
THIS IS A LEGALLY ENFORCEABLE DOCUMENT.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have hereby executed this Agreement in
\nduplicate originals on the date first set forth above.<\/p>\n
HONEYWELL INTERNATIONAL INC.<\/p>\n
Giannantonio Ferrari Donald J. Redlinger
\n_____________________________ By:___________________________
\nGiannantonio Ferrari Donald J. Redlinger
\n Senior Vice President
\n Human Resources and Communications<\/p>\n
Dated: September 11, 2001 Dated: September 17, 2001
\n ———————– —————————–<\/p>\n
HONEYWELL EUROPE S.A.<\/p>\n
R. Peter Mercer
\n By:___________________________<\/p>\n
Dated: September 20, 2001
\n ——————————<\/p>\n
APPENDIX A<\/p>\n
AGREEMENT ON SUPPLEMENTARY PENSION<\/p>\n
BETWEEN: HONEYWELL EUROPE S.A., having its registered offices at
\n Bourgetlaan 3, 1140 Brussels;<\/p>\n
Represented by Mr. Peter Mercer, duly authorised,<\/p>\n
Hereinafter referred to as “The Company”,<\/p>\n
AND: Mr. Giannantonio Ferrari, domiciled at 350 East 82nd Street, Apartment
\n 19C, New-York 10028, USA,<\/p>\n
Hereinafter referred to as “Mr Ferrari”,<\/p>\n
AFTER HAVING RECITED THAT:<\/p>\n
WHEREAS on 6 March 1995 (confirmed on 19 December 1996) the Company undertook to
\nmake the following enhancements to the supplementary pension benefits, which Mr
\nFerrari could be entitled to pursuant to his employment within the Company and
\nHoneywell Group. More specifically, the Company undertook:<\/p>\n
1. to pay out an overall target pension of 70% of the Final Pensionable Salary
\n (defined as the average of the Pensionable Salary of the last three years)
\n2. after 30 years of service (this enhancement was inserted in the Honeywell
\n pension rules under article 1 of the chapter “Special provisions applicable
\n to members of the European Policy Committee”)
\n3. with pension and related benefits calculated on the basis of his full
\n career with Honeywell, less those pension and other benefits which will be
\n paid from pension or equivalent plans in other countries (In the case at
\n hand, the benefits paid under the Italian pension plan are deducted form
\n the overall target pension)
\n4. without the application of an actuarial reduction after a full career or
\n after age 60. (In the case at hand, this enhancement already follows from
\n the Honeywell pension rules under articles 1 and 2 of the chapter “Special
\n provisions applicable to members <\/p>\n
belonging to pay grade 18 and above and participating in the “Local
\n Management Incentive Plan”)
\n5. and the reduction of the Employee’s contributions above the Pension Ceiling
\n with 50% on the completion of a full career<\/p>\n
WHEREAS the Company also agreed to provide Mr Ferrari the payment of a
\nsupplementary pension benefit by virtue of the supplementary pension promise
\nagreement of July 24, 1996;<\/p>\n
WHEREAS some of these promised enhancements to the pension benefits are not
\nincluded in (an enclosure to) the Honeywell pension plan, notwithstanding the
\ninitial intention to do so;<\/p>\n
WHEREAS the pension benefits which Mr Ferrari (or, as the case may be, his
\nsurviving spouse and\/or son) will be entitled to upon the age of 65 (or,
\nrespectively upon the decease of Mr Ferrari) or upon early retirement as from
\nage 60, by virtue of the Honeywell pension plan rules, payable by the Honeywell
\nPension Fund, can be summarised as follows:<\/p>\n
o Old age\/Retirement pension at 62: 307,321.58 euro per year or converted
\n into a lump sum pension capital if taken up today upon retirement:
\n 3,952,548.87 euro;
\no survival spouse pension to the benefit of Mrs Vanda Mazza in the event of
\n decease prior to retirement while in service:184,392.95 euro per year;
\no orphan’s pension to the benefit of Mr. Luca Angelo Ferrari, until his age
\n 25 (if full-time studies) \/18 (if no full-time studies – see pension rules
\n – article 8) in the amount of 61, 464.32 euro per year;
\no if the Old age\/Retirement pension is converted into a lump-sum capital, no
\n survival spouse pension will be due, since the commutation factor takes
\n these benefits into account. The orphan’s pension to the benefit of Mr Luca
\n Angelo Ferrari will be calculated on the basis of the Old age\/Retirement
\n pension before commutation.<\/p>\n
WHEREAS parties explicitly agree that the Honeywell pension plan rules remain
\napplicable to Mr Ferrari, it being understood that those enhancements which do
\nnot follow from the Honeywell pension rules are executed by virtue of the
\npresent agreement;<\/p>\n
WHEREAS Mr. Ferrari acknowledges and certifies that he has been advised to
\nconsult with an attorney before signing this agreement;<\/p>\n
WHEREAS parties have met and have come to the following pension promise
\nagreement through which they want to execute the promised enhancements which are
\nnot yet inserted in the Honeywell pension plan, but which were agreed upon in
\n1995-1996 as well as the promised enhancements as laid down in the supplementary
\npension promise agreement of July 24, 1996.<\/p>\n
IT HAS BEEN AGREED AND ACCEPTED AS FOLLOWS:<\/p>\n
Article 1<\/p>\n
The present agreement contains a promise by the Company to grant to Mr Ferrari a
\nsupplementary pension (“Old age\/ Retirement pension”).<\/p>\n
Article 2<\/p>\n
In recognition of the services which Mr Ferrari performed for the Honeywell
\ngroup, the Company agrees to pay to Mr Ferrari an additional Old age\/Retirement
\npension at the moment of the Normal Retirement Date, or during a period of 5
\nyears preceding the Normal Retirement Date (`Early Retirement’), of which the
\namount is determined in article 3 hereunder.<\/p>\n
The Normal Retirement Date is the first day of the month following or coinciding
\nwith the 65th birthday of Mr Ferrari.<\/p>\n
Article 3<\/p>\n
o If Mr Ferrari retires on the Normal Retirement Date or during 5 years
\n preceding said date, the Company will pay him an additional Old
\n age\/Retirement pension, of which the amount is composed of three
\n components: x + y + z,<\/p>\n
whereby x is defined as follows:<\/p>\n
x = (70% x 1,130,165.25 euro x n\/30) – (pension benefit payable\/paid by
\n the Honeywell Pension Fund by virtue of the Honeywell Plan pension
\n rules and\/or other Honeywell pension arrangements + pension and other
\n benefits payable\/paid from pension or equivalent plans in other
\n countries), but excluding the amount y and z below.<\/p>\n
The difference between the overall target pension (70% x 1,130,165.25 euro x
\n n\/30) and the pension benefit payable by virtue of other pension or
\n equivalent plans and arrangements constitutes x, i.e., the first
\n component of the supplementary pension payable to Mr Ferrari by the
\n Company in execution of the present individual pension agreement.<\/p>\n
x amounts to 422,448.30 euro per annum. In the event of the death of
\n Mr. Ferrari after commencement of the pension, there shall be paid to
\n his surviving <\/p>\n
spouse, Mrs. Vanda Mazza, a surviving spouse pension equal to 60% of
\n x. The pensions to Mr. Ferrari and to his surviving spouse will be
\n paid in monthly instalments, in arrears. The pensions will terminate
\n with the monthly instalment immediately preceding or coincident with
\n the date of death. On the death of Mr. Ferrari after the commencement
\n of the pension, there will be paid an orphan’s pension to the benefit
\n of Mr. Luca Angelo Ferrari, until his age 25 (if full-time studies)
\n \/18 (if no full-time studies – see pension rules – article 8) in the
\n amount of 84,489.66 euro per year.<\/p>\n
Mr. Ferrari will have the option of converting the above Old
\n Age\/Retirement and surviving spouse pensions into a capital sum. In
\n order to convert the outcome of the above formula into a capital sum,
\n the capital sum would amount to 5,433,225.86 euro..<\/p>\n
whereby y is equal to, if expressed as a pension capital, 178,576.41 euro.<\/p>\n
whereby z is equal to, if expressed as a pension capital, 265,457.08 euro,
\n or such amount which is equivalent to the proceeds of the Honeywell
\n insurance policy with AGF.<\/p>\n
Article 4<\/p>\n
Mr Ferrari paid, in line with the individual commitment to his benefit, less
\npersonal contributions to the Honeywell Pension Fund, than required by the
\nHoneywell Pension Plan rules. In order to regularise this situation, Mr Ferrari
\nagrees to pay a total amount of 139,289.76 euro as arrears of employee
\ncontributions for the period from January 1, 1997 until August 1, 2001.<\/p>\n
Article 5<\/p>\n
In case of death of Mr Ferrari before commencement of the Old Age pension,
\nsurviving spouse and\/or orphan’s pensions shall be paid to Mrs. Vanda Mazza
\nand\/or Mr. Luca Angelo Ferrari as described in article 3. In addition the
\ncapital sums equal to y and z mentioned in article 3 will be paid to Mrs. Vanda
\nMazza or, in absence to his children.<\/p>\n
Article 6<\/p>\n
The amounts mentioned in article 3 and 5 are gross amounts from which the
\nCompany shall deduct all applicable social security and tax withholdings.<\/p>\n
Article 7<\/p>\n
Mr Ferrari, his surviving spouse and\/or his children will lose all entitlements
\nto the benefits provided by the present agreement in the event the employment
\ncontract of Mr Ferrari would be terminated for serious cause.<\/p>\n
Article 8<\/p>\n
The present agreement shall be governed by Belgian law. Any dispute arising in
\nconnection with it and which cannot be settled on an amicable basis shall be
\nsubmitted to the Belgian courts.<\/p>\n
Article 9<\/p>\n
Without prejudice to the employment contract and its appendix of 6 March 1995
\nand without prejudice to the Honeywell Pension Plan rules, the present agreement
\nsupersedes any other agreement which may have existed between the Company and Mr
\nFerrari, particularly the Interoffice Correspondence note of 6 March 1995, the
\n“Annex to the rules of the Honeywell Europe Pension Plan a.s.b.l.” of 19
\nDecember 1996 and the supplementary pension promise agreement of July 24, 1996.
\nIt may only be modified with the written consent of both parties.<\/p>\n
Article 10<\/p>\n
Parties expressly agree not to disclose any information regarding the content of
\nthis agreement, unless if they are legally obliged to do so.<\/p>\n
*
\n * *<\/p>\n
Executed in two original copies and in good faith, each party acknowledging
\nhaving received one copy, duly signed by each party.<\/p>\n
At Brussels, Belgium on August 16, 2001,<\/p>\n
For the Company For the Employee
\n(read and approved) (read and approved)
\n—————– ——————-
\nMr.Peter Mercer Mr Giannantonio Ferrari
\nVice President HR Europe<\/p>\n
APPENDIX A (Continued)<\/p>\n
AGREEMENT CONTAINING AN ENUMERATION OF Mr.
\n FERRARI’S BENEFIT ENTITLEMENTS<\/p>\n
BETWEEN: HONEYWELL EUROPE S.A., having its registered offices at
\n Bourgetlaan 3, 1140 Brussels;<\/p>\n
Represented by Mr. Peter Mercer, duly authorised,<\/p>\n
Hereinafter referred to as “The Company”,<\/p>\n
AND: The HONEYWELL PENSION PLAN A.S.B.L.\/V.Z.W., having its
\n offices at Bourgetlaan 3, 1140 Brussels and registered under the
\n number 50.271;<\/p>\n
Represented by Mr. Joseph Hacquebard, duly authorised,<\/p>\n
Hereinafter referred to as “The Honeywell Pension Fund”,<\/p>\n
AND: Mr. Giannantonio Ferrari, domiciled at 350 East 82nd Street, Apartment
\n 19C, New York 10028, USA,<\/p>\n
Hereinafter referred to as “Mr Ferrari”,<\/p>\n
IT HAS BEEN AGREED AND ACCEPTED AS FOLLOWS:<\/p>\n
Article 1<\/p>\n
The pension benefits which Mr Ferrari (or, as the case may be, his surviving
\nspouse and\/or orphan) will be entitled to upon the age of 65 (or, respectively
\nupon the decease of Mr Ferrari) or upon early retirement as from age 60, by
\nvirtue of the Honeywell pension plan rules, payable by the Honeywell Pension
\nFund, can be summarised as follows:<\/p>\n
o Old age\/Retirement pension at 62: 307,321.58 euro per year or converted
\n into a lump sum pension capital if taken up today upon retirement:
\n 3,952,548.87 euro;
\no survival spouse pension to the benefit of Mrs Vanda Mazza in the event of
\n decease prior to retirement while in service:184,392.95 euro per year;<\/p>\n
o orphan’s pension to the benefit of Mr. Luca Angelo Ferrari, until his age
\n 25 (if full-time studies) \/18 (if no full-time studies – see pension rules
\n – article 8) in the amount of 61, 464.32 euro per year;
\no if the Old age\/Retirement pension is converted into a lump-sum capital, no
\n survival spouse pension will be due, since the commutation factor takes
\n these benefits into account. The orphan’s pension to the benefit of Mr Luca
\n Angelo Ferrari will be calculated on the basis of the Old age\/Retirement
\n pension before commutation.<\/p>\n
Article 2<\/p>\n
In recognition of the services which Mr Ferrari performed for the Honeywell
\ngroup, the Company agreed to pay to Mr Ferrari an additional Old age\/Retirement
\npension (or equivalent lump sum pension capital) at the moment of the Normal
\nRetirement Date, or during a period of 5 years preceding the Normal Retirement
\nDate (`Early Retirement’). This additional Old age\/Retirement pension (or
\nequivalent lump sum pension capital) is regulated by the agreement on
\nsupplementary pension, which Mr Ferrari and the Company concluded on August 16,
\n2001.<\/p>\n
Article 3<\/p>\n
Mr. Ferrari recognises and agrees that the amounts which will be paid to him in
\nexecution of the Honeywell pension plan rules and the agreement on supplementary
\npension of August 16, 2001 will be paid in full and final settlement of any and
\nall sums generally whatsoever, and more in particular related to all
\nsupplementary pension benefits, that he might have in connection with the
\nconclusion, the execution or termination of the employment contract or the past
\ncontractual relations with the Company, any company or entity in the Honeywell
\ngroup of which the Company is a part or the Honeywell Pension Fund.<\/p>\n
The present agreement is limited to determining such rights and obligations and
\ndoes on itself not create any new rights and obligations.<\/p>\n
Article 4<\/p>\n
Through compliance with the obligations mentioned in this agreement, Mr. Ferrari
\nirrevocably waives his right to bring or commence a lawsuit against the Company,
\nany company or entity in the Honeywell group of which the Company is a part or
\nthe Honeywell Pension Fund, for whatever reason or on whatever grounds this may
\nbe and more in particular related to his supplementary pension benefits, which
\nwould find its origin in the conclusion, the execution or termination of the
\nemployment contract or in their past contractual relations or relations with any
\ncompany or entity in the Honeywell group of which the Company is a part or with
\nthe Honeywell Pension Fund.<\/p>\n
More in particular, Mr. Ferrari expressly waives the right to file a subsequent
\nclaim of whatever nature and waives any right he might have or have had towards
\nthe Company, any company or entity in the Honeywell group of which the Company
\nis a part or the Honeywell Pension Fund by reason of the conclusion, the
\nexecution or termination of his professional activities within the Company or
\nany company or entity in the Honeywell group of which the Company is a part.<\/p>\n
Each party also waives the right to avail itself of any errors as to law or fact
\nand any omissions relating tot the existence of and\/or the extent of its rights.<\/p>\n
Article 5<\/p>\n
Parties expressly agree not to disclose any information regarding the company,
\nunless if they are legally obliged to do so.<\/p>\n
Executed in two original copies and in good faith, each party acknowledging
\nhaving received one copy, duly signed by each party.<\/p>\n
At Brussels, Belgium on September 1, 2001,<\/p>\n
For the Company
\n(read and approved) (read and approved)
\n—————– —————-
\nMr. Peter Mercer For Mr. Ferrari
\nVice President HR Europe<\/p>\n
For the Honeywell Pension Fund
\n(read and approved)
\n—————-
\nMr. Joseph Hacquebard
\nSecretary of the Honeywell Pension Fund<\/p>\n
APPENDIX A (Continued)<\/p>\n
DECLARATION – MR. FERRARI<\/p>\n
I, the undersigned, Giannantonio Ferrari, domiciled at 350 East 82nd Street,
\nApartment 19C, New York 10028, USA;
\nhereby explicitly declare, after having been duly informed, that I accept and
\nagree that the commitments of Honeywell Europe SA , as they result from the
\nInteroffice Correspondence note of 6 March 1995 and the document titled
\n“Annex to the rules of the Honeywell Europe Pension Plan a.s.b.l.” dated 19
\nDecember 1996, to enhance my supplementary pension benefits under the Honeywell
\npension plan (i.e., (i) defining the pension benefit as 70% of the average of
\nthe Pensionable salary of the last three years of my Pensionable Service and
\n(ii) reducing the personal contributions above the Pension Ceiling with 50%),
\nare properly implemented by [through the conclusion of] the individual pension
\npromise agreement, signed on August 16, 2001 (and not by virtue of an enclosure
\nto the pension plan rules, as mentioned at the time Honeywell Europe SA
\nundertook to make these enhancements in the Honeywell pension plan). The
\nundersigned acknowledge that the pension rules of the Honeywell Pension Fund
\nhave never been amended in order to reflect the above enhancements. The
\nundersigned accept that the rules will not be amended in this respect and that
\nthey will therefore receive benefits, as the case may be, from (i) the Honeywell
\nPension Fund as regards the benefits defined in the attached pension rules
\n(where the interest rate mentioned in the plan rules annex describing the
\ntechnical basis has changed from 7% to 6%, as imposed by the Belgian
\nlegislation), including benefits payable from pension or equivalent plans in
\nother countries and (ii) by virtue of\/in execution of the individual pension
\nagreement signed on August 16, 2001. I, the undersigned, Giannantonio Ferrari,
\nacknowledge and accept that the benefit statement, attached to this declaration
\nis completed in accordance with the pension plan rules of the Honeywell Pension
\nFund.<\/p>\n
Since the benefits to which I, the undersigned, Giannantonio Ferrari, am
\nentitled, may, as the case may be, enure to the benefit of my spouse, Mrs Vanda
\nMazza, and my son Luca Angelo Ferrari (under the form of a survivor spouse
\npension and an orphan’s pension, as derivative rights), the latter are
\nco-signing the present declaration and are thus acknowledging their agreement
\nwith the content thereof.<\/p>\n
All the undersigned hereby expressly release Honeywell Europe SA, its
\npredecessors, successors and all other companies of the Honeywell group as well
\nas the Honeywell Pension Fund, which will pay the supplementary pension
\nbenefits, from the obligation to draft an enclosure to the Honeywell pension
\nplan rules for the execution of the promised enhancements to the supplementary
\npension benefits.<\/p>\n
Moreover, the undersigned expressly acknowledge that the Honeywell Pension Fund
\nis released from paying any benefits other than those resulting from the pension
\nrules which are attached to the present (where the interest rate mentioned in
\nthe plan rules annex describing the technical basis has changed from 7% to 6%,
\nas imposed by the Belgian legislation), as reflected in the attached Benefit
\nStatement (established per 1\/1\/2001).<\/p>\n
Executed in good faith in four original copies and of which one will be given to
\nMr. Joseph Hacquebard for Honeywell Europe SA and the three others to the
\nundersigned.<\/p>\n
At Brussels, Belgium on September 1, 2001,<\/p>\n
(read and approved)
\n—————–
\nMr. Giannantonio Ferrari<\/p>\n
(read and approved) (read and approved)
\n—————- —————
\nMrs. Vanda Mazza Mr. Luca Angelo Ferrari<\/p>\n
Encl.: 1. Applicable Pension rules
\n 2. Benefit statement 2001<\/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-40490","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\/40490","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=40490"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40490"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40490"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40490"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}