{"id":43636,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-agreement-general-electric-co-and-honeywell.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-agreement-general-electric-co-and-honeywell","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-option-agreement-general-electric-co-and-honeywell.html","title":{"rendered":"Stock Option Agreement &#8211; General Electric Co. and Honeywell International Inc."},"content":{"rendered":"<pre>                           STOCK OPTION AGREEMENT\n\n            THIS STOCK OPTION AGREEMENT (this \"Agreement\"), dated as of\nOctober 22, 2000, between GENERAL ELECTRIC COMPANY, a New York corporation\n(\"Grantee\"), and HONEYWELL INTERNATIONAL INC., a Delaware corporation\n(\"Issuer\").\n\n                             W I T N E S S E T H:\n\n            WHEREAS, Grantee and Issuer are concurrently with the execution\nand delivery of this Agreement entering into an Agreement and Plan of\nMerger (the \"Merger Agreement\") pursuant to which, among other things, a\nwholly owned subsidiary of Grantee will merge with and into Issuer on the\nterms and subject to the conditions stated therein; and\n\n            WHEREAS, in order to induce Grantee to enter into the Merger\nAgreement and as a condition for Grantee's agreeing so to do, Issuer has\ngranted to Grantee the Stock Option (as hereinafter defined), on the terms\nand conditions set forth herein;\n\n            NOW, THEREFORE, in consideration of the mutual covenants and\nagreements set forth herein and in the Merger Agreement, and for other good\nand valuable consideration, the adequacy of which is hereby acknowledged,\nthe parties hereto agree as follows:\n\n\n            Section 1. Definitions. Capitalized terms used and not defined\nherein have the respective meanings assigned to them in the Merger\nAgreement.\n\n            Section 2. Grant of Stock Option. Issuer hereby grants to\nGrantee an irrevocable option (the \"Stock Option\") to purchase, on the\nterms and subject to the conditions hereof, for $55.12375 per share (the\n\"Exercise Price\") in cash, up to 158,746,379 fully paid and non-assessable\nshares of Issuer's common stock, par value $1.00 per share (the \"Common\nStock\"), representing approximately 19.9% of Issuer's issued and\noutstanding Common Stock or such greater number of shares as represent\n19.9% of the number of shares of Common Stock issued and outstanding at the\ntime of first exercise (without giving effect to any shares subject to the\nStock Option) (the \"Option Shares\"). The Exercise Price and number of\nOption Shares shall be subject to adjustment as provided in Section 5\nbelow.\n\n            Section 3. Exercise of Stock Option.\n\n            (a) Grantee may, subject to the provisions of this Section 3,\nexercise the Stock Option, in whole or in part, at any time or from time to\ntime, after the occurrence of a Company Trigger Event (defined below) and\nprior to the Termination Date. \"Termination Date\" shall mean, subject to\nSection 10(a), the earliest of (i) the Effective Time of the Merger, (ii)\n120 days after the date full payment contemplated by Section 9.3(a) of the\nMerger Agreement is made by Issuer to Grantee thereunder (or if, at the\nexpiration of such period, the Stock Option cannot be exercised by reason\nof any applicable judgment, decree, order, law or regulation, 10 business\ndays after such impediment to exercise shall have been removed), (iii) the\ndate of the termination of the Merger Agreement in circumstances which do\nnot constitute a Company Trigger Event or (iv) the first anniversary of the\ndate of termination of the Merger Agreement. Notwithstanding the occurrence\nof the Termination Date, Grantee shall be entitled to purchase Option\nShares pursuant to any exercise of the Stock Option, on the terms and\nsubject to the conditions hereof, to the extent Grantee exercised the Stock\nOption prior to the occurrence of the Termination Date. A \"Company Trigger\nEvent\" shall mean an event the result of which is that the Fee required to\nbe paid by Issuer to Grantee pursuant to Section 9.3(a) of the Merger\nAgreement is payable.\n\n            (b) Grantee may purchase Option Shares pursuant to the Stock\nOption only if all of the following conditions are satisfied: (i) no\npreliminary or permanent injunction or other order issued by any federal or\nstate court of competent jurisdiction in the United States shall be in\neffect prohibiting delivery of the Option Shares, (ii) any waiting period\napplicable to the purchase of the Option Shares under the HSR Act shall\nhave expired or been terminated, and (iii) any prior notification to or\napproval of any other regulatory authority in the United States or\nelsewhere required in connection with such purchase shall have been made or\nobtained, other than those which if not made or obtained would not\nreasonably be expected to result in a significant detriment to Issuer and\nits Subsidiaries, taken as a whole.\n\n            (c) If Grantee shall be entitled to and wishes to exercise the\nStock Option, it shall do so by giving Issuer written notice (the \"Stock\nExercise Notice\") to such effect, specifying the number of Option Shares to\nbe purchased and a place and closing date not earlier than three business\ndays nor later than 10 business days from the date of such Stock Exercise\nNotice. If the closing cannot be consummated on such date because any\ncondition to the purchase of Option Shares set forth in Section 3(b) has\nnot been satisfied or as a result of any restriction arising under any\napplicable law or regulation, the closing shall occur five days (or such\nearlier time as Grantee may specify) after satisfaction of all such\nconditions and the cessation of all such restrictions.\n\n            (d) So long as the Stock Option is exercisable pursuant to the\nterms of Section 3(a), Grantee may elect to send a written notice to Issuer\n(the \"Cash Exercise Notice\") specifying a date not later than 20 business\ndays and not earlier than 5 business days following the date such notice is\ngiven on which date Issuer shall pay to Grantee in exchange for the\ncancellation of the relevant portion of the Stock Option an amount in cash\nequal to the Spread (as hereinafter defined) multiplied by all or such\nrelevant portion of the Option Shares subject to the Stock Option as\nGrantee shall specify. As used herein, \"Spread\" shall mean the excess, if\nany, over the Exercise Price of the higher of (x) if applicable, the\nhighest price per share of Common Stock paid or proposed to be paid by any\nPerson pursuant to any Acquisition Proposal relating to Issuer (the\n\"Proposed Alternative Transaction Price\") or (y) the average of the closing\nprices of the shares of Common Stock on the principal securities exchange\nor quotation system on which the Common Stock is then listed or traded as\nreported in The Wall Street Journal (but subject to correction for\ntypographical or other manifest errors in such reporting) for the five\nconsecutive trading days immediately preceding the date on which the Cash\nExercise Notice is given (the \"Average Market Price\"). If the Proposed\nAlternative Transaction Price includes any property other than cash, the\nProposed Alternative Transaction Price shall be the sum of (i) the fixed\ncash amount, if any, included in the Proposed Alternative Transaction Price\nplus (ii) the fair market value of such other property. If such other\nproperty consists of securities with an existing public trading market, the\naverage of the closing prices (or the average of the closing bid and asked\nprices if closing prices are unavailable) for such securities in their\nprincipal public trading market on the five trading days ending five days\nprior to the date on which the Cash Exercise Notice is given shall be\ndeemed to equal the fair market value of such property. If such other\nproperty includes anything other than cash or securities with an existing\npublic trading market, the Proposed Alternative Transaction Price shall be\ndeemed to equal the Average Market Price. Upon exercise of its right\npursuant to this Section 3(d) and the receipt by Grantee of the applicable\ncash amount with respect to the Option Shares or the applicable portion\nthereof, the obligations of Issuer to deliver Option Shares pursuant to\nSection 3(e) shall be terminated with respect to the number of Option\nShares specified in the Cash Exercise Notice. The Spread shall be\nappropriately adjusted, if applicable, to give effect to Section 5.\n\n            (e) (i) At any closing pursuant to Section 3(c) hereof, Grantee\nshall make payment to Issuer of the aggregate purchase price for the Option\nShares to be purchased and Issuer shall deliver to Grantee a certificate\nrepresenting the purchased Option Shares, registered in the name of Grantee\nor its designee and (ii) at any closing pursuant to Section 3(d) hereof,\nIssuer will deliver to Grantee cash in an amount determined pursuant to\nSection 3(d) hereof. Any payment made by Grantee to Issuer, or by Issuer to\nGrantee, pursuant to this Agreement shall be made by wire transfer of\nimmediately available funds to a bank designated by the party receiving\nsuch funds, provided that the failure or refusal by Issuer to designate\nsuch a bank account shall not preclude Grantee from exercising the Stock\nOption. If at the time of the issuance of Option Shares pursuant to the\nexercise of the Stock Option, rights pursuant to any shareholder rights\nplan are outstanding, then the Option Shares issued pursuant to such\nexercise shall be accompanied by corresponding shareholder rights.\n\n            (f) Certificates for Common Stock delivered at the closing\ndescribed in Section 3(c) hereof shall be endorsed with a restrictive\nlegend which shall read substantially as follows:\n\n                  \"The transfer of the shares represented by this\n                  certificate is subject to resale restrictions arising\n                  under the Securities Act of 1933, as amended.\"\n\n            It is understood and agreed that the above legend shall be\nremoved by delivery of substitute certificate(s) without this reference (i)\nif Grantee shall have delivered to Issuer a copy of a no-action letter from\nthe staff of the Securities and Exchange Commission, or a written opinion\nof counsel, in form and substance reasonably satisfactory to Issuer, to the\neffect that such legend is not required for purposes of, or resale may be\neffected pursuant to an exemption from registration under, the Securities\nAct or (ii) in connection with any sale registered under the Securities\nAct. In addition, these certificates shall bear any other legend as may be\nrequired by applicable law.\n\n            Section 4. Representations of Grantee. Grantee hereby\nrepresents and warrants to Issuer that any Option Shares acquired by\nGrantee upon the exercise of the Stock Option will not be, and the Stock\nOption is not being, acquired by Grantee with the intention of making a\npublic distribution thereof, other than pursuant to an effective\nregistration statement under the Securities Act or otherwise in compliance\nwith the Securities Act.\n\n            Section 5. Adjustment upon Changes in Capitalization or Merger.\n           \n            (a) In the event of any change in the outstanding shares of\nCommon Stock by reason of a stock dividend, stock split, reverse stock\nsplit, split-up, merger, consolidation, recapitalization, combination,\nconversion, exchange of shares, extraordinary or liquidating dividend or\nsimilar transaction which would affect Grantee's rights hereunder, the type\nand number of shares or securities purchasable upon the exercise of the\nStock Option and the Exercise Price shall be adjusted appropriately, and\nproper provision will be made in the agreements governing such transaction,\nso that Grantee will receive upon exercise of the Stock Option a number and\nclass of shares or amount of other securities or property that Grantee\nwould have received in respect of the Option Shares had the Stock Option\nbeen exercised immediately prior to such event or the record date therefor,\nas applicable. In no event shall the number of shares of Common Stock\nsubject to the Stock Option exceed 19.9% of the number of shares of Common\nStock issued and outstanding at the time of first exercise (without giving\neffect to any shares subject or issued pursuant to the Stock Option).\n\n            (b) Without limiting the foregoing, whenever the number of\nOption Shares purchasable upon exercise of the Stock Option is adjusted as\nprovided in this Section 5, the Exercise Price shall be adjusted by\nmultiplying the Exercise Price by a fraction, the numerator of which is\nequal to the number of Option Shares purchasable prior to the adjustment\nand the denominator of which is equal to the number of Option Shares\npurchasable after the adjustment.\n\n            (c) Without limiting or altering the parties' rights and\nobligations under the Merger Agreement, in the event that Issuer enters\ninto an agreement (i) to consolidate with or merge into any Person, other\nthan Grantee or one of its Subsidiaries, and Issuer will not be the\ncontinuing or surviving corporation in such consolidation or merger, (ii)\nto permit any Person, other than Grantee or one of its Subsidiaries, to\nmerge into Issuer and Issuer will be the continuing or surviving\ncorporation, but in connection with this merger, the shares of Common Stock\noutstanding immediately prior to the consummation of this merger will be\nchanged into or exchanged for stock or other securities of Issuer or any\nother Person or cash or any other property, or the shares of Common Stock\noutstanding immediately prior to the consummation of such merger will,\nafter such merger, represent less than 50% of the outstanding voting\nsecurities of the merged company, or (iii) to sell or otherwise transfer\nall or substantially all of its assets to any Person, other than Grantee or\none of its Subsidiaries, then, and in each such case, the agreement\ngoverning this transaction shall make proper provision so that the Stock\nOption will, upon the consummation of any such transaction and upon the\nterms and conditions set forth herein, be converted into, or exchanged for,\nan option with identical terms appropriately adjusted to acquire the number\nand class of shares or other securities or property that Grantee would have\nreceived in respect of Option Shares had the Stock Option been exercised\nimmediately prior to such consolidation, merger, sale or transfer or the\nrecord date therefor, as applicable, and will make any other necessary\nadjustments. Issuer shall take such steps in connection with such\nconsolidation, merger, liquidation or other transaction as may be\nreasonably necessary to assure that the provisions hereof shall thereafter\napply as nearly as possible to any securities or property thereafter\ndeliverable upon exercise of the Stock Option.\n\n            Section 6. Further Assurances; Remedies.\n\n            (a) Issuer agrees to maintain, free from preemptive rights,\nsufficient authorized but unissued or treasury shares of Common Stock so\nthat the Stock Option may be fully exercised without additional\nauthorization of Common Stock after giving effect to all other options,\nwarrants, convertible securities and other rights of third parties to\npurchase shares of Common Stock from Issuer, and to issue the appropriate\nnumber of shares of Common Stock pursuant to the terms of this Agreement.\nAll of the Option Shares to be issued pursuant to the Stock Option, upon\nissuance and delivery thereof pursuant to this Agreement, will be duly\nauthorized, validly issued, fully paid and nonassessable, and will be\ndelivered free and clear of all claims, liens, charges, encumbrances and\nsecurity interests (other than those created by this Agreement).\n\n            (b) Issuer agrees not to avoid or seek to avoid (whether by\ncharter amendment or through reorganization, consolidation, merger,\nissuance of rights, dissolution or sale of assets, or by any other\nvoluntary act) the observance or performance of any of the covenants,\nagreements or conditions to be observed or performed hereunder by Issuer.\n\n            (c) Issuer agrees that promptly after the occurrence of a\nCompany Trigger Event it shall take all actions as may from time to time be\nrequired (including (i) complying with all applicable premerger\nnotification, reporting and waiting period requirements under the HSR Act\nand (ii) in the event that prior notification to or approval of any other\nregulatory authority in the United States or elsewhere is necessary before\nthe Stock Option may be exercised, complying with its obligations\nthereunder and cooperating with Grantee in Grantee's preparing and\nprocessing the required notices or applications) in order to permit Grantee\nto exercise the Stock Option and purchase Option Shares pursuant to such\nexercise.\n\n            (d) The parties agree that Grantee would be irreparably damaged\nif for any reason Issuer failed, in breach of its obligations hereunder, to\nissue any of the Option Shares (or other securities or property deliverable\npursuant to Section 5 hereof) upon exercise of the Stock Option or to\nperform any of its other obligations under this Agreement, and that Grantee\nwould not have an adequate remedy at law for money damages in such event.\nAccordingly, Grantee shall be entitled to specific performance and\ninjunctive and other equitable relief to enforce the performance of this\nAgreement by Issuer. Accordingly, if Grantee should institute an action or\nproceeding seeking specific enforcement of the provisions hereof, Issuer\nhereby waives the claim or defense that Grantee has an adequate remedy at\nlaw and hereby agrees not to assert in any such action or proceeding the\nclaim or defense that such a remedy at law exists. Issuer further agrees to\nwaive any requirements for the securing or posting of any bond in\nconnection with obtaining any such equitable relief. This provision is\nwithout prejudice to any other rights that Grantee may have against Issuer\nfor any failure to perform its obligations under this Agreement.\n\n\n\n            Section 7. Listing of Option Shares. Promptly after the\noccurrence of a Company Trigger Event and from time to time thereafter if\nnecessary, Issuer will apply to list all of the Option Shares subject to\nthe Stock Option on the NYSE and will use its reasonable best efforts to\nobtain approval of such listing as soon as practicable.\n\n            Section 8. Registration of the Option Shares.\n\n            (a) If, within two years of the exercise of the Stock Option,\nGrantee requests Issuer in writing to register under the Securities Act any\nof the Option Shares received by Grantee hereunder, Issuer will use its\nreasonable best efforts to cause the Option Shares so specified in such\nrequest to be registered as soon as practicable so as to permit the sale or\nother distribution by Grantee of the Option Shares specified in its request\n(and to keep such registration in effect for a period of at least 90 days),\nand in connection therewith Issuer shall prepare and file as promptly as\nreasonably possible (but in no event later than 60 days from receipt of\nGrantee's request) a registration statement under the Securities Act (which\ncomplies with the requirements of applicable federal and state securities\nlaws) to effect such registration on an appropriate form, which would\npermit the sale of the Option Shares by Grantee in accordance with the plan\nof disposition specified by Grantee in its request. Issuer shall not be\nobligated to make effective more than two registration statements pursuant\nto the foregoing sentence; provided, however, that Issuer may postpone the\nfiling of a registration statement relating to a registration request by\nGrantee under this Section 8 for a period of time (not in excess of 90\ndays) if in Issuer's reasonable, good faith judgment such filing would\nrequire the disclosure of material information that Issuer has a bona fide\nbusiness purpose for preserving as confidential (but in no event shall\nIssuer exercise such postponement right more than once in any twelve month\nperiod).\n\n            (b) Issuer shall notify Grantee in writing not less than 10\ndays prior to filing a registration statement under the Securities Act\n(other than a filing on Form S-4 or S-8 or any successor form) with respect\nto any shares of Common Stock. If Grantee wishes to have any portion of its\nOption Shares included in such registration statement, it shall advise\nIssuer in writing to that effect within two business days following receipt\nof such notice, and Issuer will thereupon include the number of Option\nShares indicated by Grantee under such Registration Statement; provided\nthat if the managing underwriter(s) of the offering pursuant to such\nregistration statement advise Issuer that in their opinion the number of\nshares of Common Stock requested to be included in such registration\nexceeds the number which can be sold in such offering on a commercially\nreasonable basis, priority shall be given to securities intended to be\nregistered by Issuer for its own account and, thereafter, Issuer shall\ninclude in such registration Option Shares requested by Grantee to be\nincluded therein pro rata with the shares of Common Stock intended to be\nincluded therein by other stockholders of Issuer.\n\n            (c) All expenses relating to or in connection with any\nregistration contemplated under this Section 8 and the transactions\ncontemplated thereby (including all filing, printing, reasonable\nprofessional, roadshow and other fees and expenses relating thereto) will\nbe at Issuer's expense except for underwriting discounts or commissions and\nbrokers' fees. Issuer and Grantee agree to enter into a customary\nunderwriting agreement with underwriters upon such terms and conditions as\nare customarily contained in underwriting agreements with respect to\nsecondary distributions. Issuer shall indemnify and hold harmless Grantee,\nits officers, directors, agents, other controlling persons and any\nunderwriters retained by Grantee in connection with such sale of such\nOption Shares in the customary way, and shall agree to customary\ncontribution provisions with such persons, with respect to claims, damages,\nlosses and liabilities (and any expenses relating thereto) arising (or to\nwhich Grantee, its officers, directors, agents, other controlling persons\nor underwriters may be subject) in connection with any such offer or sale\nunder the federal securities laws or otherwise, except for information\nfurnished in writing by Grantee or its underwriters to Issuer. Grantee and\nits underwriters, respectively, shall indemnify and hold harmless Issuer to\nthe same extent with respect to information furnished in writing to Issuer\nby Grantee and such underwriters, respectively.\n\n            Section 9. Repurchase Election.\n\n            (a) Grantee shall have the option, at any time and from time to\ntime commencing upon the first occurrence of a Company Trigger Event in\nwhich the consideration to be received by Issuer or its stockholders, as\nthe case may be, upon consummation of an Acquisition Proposal consists in\nwhole or in part of shares of capital stock of a third party and ending on\nthe tenth business day after the first mailing to Issuer's stockholders of\na proxy statement, tender offer statement or other disclosure or offering\ndocument relating to such Acquisition Proposal, to send a written notice to\nIssuer (a \"Repurchase Notice\") that it will require Issuer (or any\nsuccessor entity thereof) to pay to Grantee the Repurchase Fee (as defined\nbelow) as provided in Section 9(b) below, upon delivery by Grantee of the\nshares of Common Stock acquired hereunder with respect to which Grantee\nthen has beneficial ownership. The date on which Grantee delivers the\nRepurchase Notice under this Section 9 is referred to as the \"Repurchase\nRequest Date\". The \"Repurchase Fee\" shall be equal to the sum of the\nfollowing:\n\n                  (i) the aggregate Exercise Price paid by Grantee for any\n      shares of Common Stock acquired pursuant to the Stock Option with\n      respect to which Grantee then has beneficial ownership; and\n\n                  (ii) subject to the maximum amounts specified in Section\n      11, the Spread, multiplied by the number of shares of Common Stock\n      with respect to which the Stock Option has been exercised and with\n      respect to which Grantee then has beneficial ownership.\n\n            (b) If Grantee exercises its rights under this Section 9,\nwithin five business days after the Repurchase Request Date, (i) Issuer\nshall pay by wire transfer to Grantee the Repurchase Fee in immediately\navailable funds to an account designated in writing by Grantee to Issuer,\nand (ii) Grantee shall surrender to Issuer certificates evidencing the\nshares of Common Stock acquired hereunder with respect to which Grantee\nthen has beneficial ownership, and Grantee shall warrant that it has sole\nrecord and beneficial ownership of such shares and that the same are then\nfree and clear of all liens, claims, charges and encumbrances of any kind\nwhatsoever.\n\n            (c) Issuer shall use its reasonable best efforts to ensure that\nit can fully perform all of its obligations under this Section 9 under\napplicable law.\n\n            Section 10. Miscellaneous.\n\n            (a) Extension of Exercise Periods. The periods during which\nGrantee may exercise its rights under Sections 2 and 3 hereof shall be\nextended in each such case at the request of Grantee to the extent\nnecessary to avoid liability by Grantee under Section 16(b) of the Exchange\nAct by reason of such exercise and to the extent necessary to obtain all\nregulatory approvals required for the exercise of such rights.\n\n            (b) Amendments; Entire Agreement. This Agreement may not be\nmodified, amended, altered or supplemented, except upon the execution and\ndelivery of a written agreement executed by the parties hereto. This\nAgreement, together with the Merger Agreement (including any exhibits and\nschedules thereto), contains the entire agreement between the parties\nhereto with respect to the subject matter hereof and supersedes all prior\nand contemporaneous agreements and understandings, oral or written, with\nrespect to such transactions.\n\n            (c) Notices. All notices, requests and other communications to\neither party hereunder shall be in writing (including facsimile or similar\nwriting) and shall be given, if to Grantee, to:\n\n            General Electric Company\n            3135 Easton Turnpike, W3\n            Fairfield, Connecticut  06431\n            Attention:  Senior Counsel - Transactions\n            Facsimile No.: (203) 373-3008\n\n            with a copy to:\n\n            Shearman &amp; Sterling\n            599 Lexington Avenue\n            New York, New York 10022-6069\n            Attention: John A. Marzulli Jr., Esq.\n            Facsimile No.:  (212) 848-7179\n\n            if to Issuer, to:\n\n            Honeywell International Inc.\n            101 Columbia Road\n            P.O. Box 4000\n            Morristown, New Jersey\n            Attention: Peter M. Kreindler, Esq.,\n                        Senior Vice President and General Counsel\n            Facsimile No.: (973) 455-4217\n\n            with a copy to:\n\n            Skadden, Arps, Slate, Meagher &amp; Flom LLP\n            Four Times Square\n            New York, New York 10036-6522\n            Attention:  Peter Allan Atkins, Esq.\n                        David J. Friedman, Esq.\n            Facsimile No.:  (212) 735-2000\n\nor to such other address or facsimile number as either party may hereafter\nspecify for the purpose by notice to the other party hereto. Each such\nnotice, request or other communication shall be effective (i) if given by\nfacsimile, when such facsimile is transmitted to the facsimile number\nspecified in this Section 10 and the appropriate facsimile confirmation is\nreceived or (ii) if given by any other means, when delivered at the address\nspecified in this Section 10.\n\n      (d) Expenses. Each party hereto shall pay its own expenses incurred\nin connection with this Agreement, except as otherwise specifically\nprovided herein and without limiting anything contained in the Merger\nAgreement.\n\n      (e) Severability. If any term, provision, covenant or restriction of\nthis Agreement is held to be invalid, void or unenforceable, the remainder\nof the terms, provisions, covenants and restrictions of this Agreement\nshall remain in full force and effect and shall in no way be affected,\nimpaired or invalidated.\n\n      (f) Governing Law. This Agreement shall be governed by and construed\nin accordance with the laws of the State of Delaware without regard to\nprinciples of conflicts of law.\n\n      (g) Jurisdiction. Any suit, action or proceeding seeking to enforce\nany provision of, or based on any matter arising out of or in connection\nwith, this Agreement or the transactions contemplated hereby or thereby may\nbe brought in any federal or state court located in the State of Delaware,\nand each of the parties hereby consents to the jurisdiction of such courts\n(and of the appropriate appellate courts therefrom) in any such suit,\naction or proceeding and irrevocably waives, to the fullest extent\npermitted by law, any objection which it may now or hereafter have to the\nlaying of the venue of any such suit, action or proceeding in any such\ncourt or that any such suit, action or proceeding which is brought in any\nsuch court has been brought in an inconvenient forum. Process in any such\nsuit, action or proceeding may be served on any party anywhere in the\nworld, whether within or without the jurisdiction of any such court.\nWithout limiting the foregoing, each party agrees that service of process\non such party as provided in Section 10(c) shall be deemed effective\nservice of process on such party.\n\n      (h) Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one and the same Agreement.\n\n      (i) Headings. The section headings herein are for convenience only\nand shall not affect the construction hereof.\n\n      (j) Assignment. This Agreement shall be binding upon each party\nhereto and such party's successors and assigns. This Agreement shall not be\nassignable by Issuer, but may be assigned by Grantee in whole or in part to\nany direct or indirect wholly-owned subsidiary of Grantee, provided that\nGrantee shall remain liable for any obligations so assigned.\n\n      (k) Survival. All representations, warranties and covenants contained\nherein shall survive the execution and delivery of this Agreement and the\nconsummation of the transactions contemplated hereby.\n\n      (l) Time of the Essence. The parties agree that time shall be of the\nessence in the performance of obligations hereunder.\n\n      (m) Public Announcement. Grantee and Issuer will consult with each\nother before issuing any press release or making any public statement with\nrespect to this Agreement and the transactions contemplated hereby and\nshall not issue any press release or make any public statement without the\nprior consent of the other party, which shall not be unreasonably withheld.\nNotwithstanding the foregoing, any such press release or public statement\nas may be required by applicable law or any listing Agreement with any\nnational securities exchange, may be issued prior to such consultation, if\nthe party making the release or statement has used its reasonable efforts\nto consult with the other party.\n\n            Section 11. Profit Limitation.\n\n      (a) Notwithstanding any other provision of this Agreement or the\nMerger Agreement, in no event shall Grantee's Total Profit (as defined\nbelow) exceed $1.35 billion (the \"Maximum Amount\") and, if it otherwise\nwould exceed such Maximum Amount, Grantee at its sole election may (i) pay\ncash to Issuer, (ii) deliver to Issuer for cancellation Option Shares\npreviously purchased by Grantee, (iii) waive payment of any portion of the\nFee payable pursuant to Section 9.3(a) of the Merger Agreement, or (iv) any\ncombination thereof, so that Grantee's actually realized Total Profit (as\ndefined below) shall not exceed the Maximum Amount after taking into\naccount the foregoing actions.\n\n      (b) Notwithstanding any other provision of this Agreement, the Stock\nOption may not be exercised for a number of Option Shares as would, as of\nthe date of the Stock Exercise Notice or Cash Exercise Notice, as\napplicable, result in a Notional Total Profit (as defined below) of more\nthan the Maximum Amount and, if exercise of the Stock Option otherwise\nwould result in the Notional Total Profit exceeding such amount, Grantee,\nat its discretion, may (in addition to any of the actions specified in\nSection 11(a) above) increase the Exercise Price for that number of Option\nShares set forth in the Stock Exercise Notice or Cash Exercise Notice, as\napplicable, so that the Notional Total Profit shall not exceed the Maximum\nAmount; provided, that nothing in this sentence shall restrict any exercise\nof the Stock Option permitted hereby on any subsequent date at the Exercise\nPrice set forth in Section 2 hereof.\n\n      (c) As used herein, the term \"Total Profit\" shall mean the aggregate\namount (before taxes) of the following: (i) the cash amount actually\nreceived by Grantee pursuant to Section 9.3(a) of the Merger Agreement less\nany repayment by Grantee to Issuer pursuant to Section 11(a) hereof\n(including the value of any Option Shares delivered pursuant to Section\n11(a)(ii) or Section 11(a)(iv)), (ii) (x) the net cash amounts or the fair\nmarket value of any property received by Grantee pursuant to the sale of\nOption Shares (or of any other securities into or for which such Option\nShares are converted or exchanged), less (y) Grantee's purchase price for\nsuch Option Shares (or other securities) plus (iii) the aggregate amounts\nreceived by Grantee pursuant to Section 3(d) and Section 9 hereof.\n\n      (d) As used herein, the term \"Notional Total Profit\" with respect to\nany number of Option Shares as to which Grantee may propose to exercise the\nStock Option shall mean the Total Profit determined as of the date of the\nStock Exercise Notice or Cash Exercise Notice, as applicable, assuming that\nthe Stock Option was exercised on such date for such number of Option\nShares and assuming that such Option Shares, together with all other Option\nShares previously acquired upon exercise of the Stock Option and held by\nGrantee and its affiliates as of such date, were sold for cash at the\nclosing price on the NYSE for the Common Stock as of the close of business\non the preceding trading day (less customary brokerage commissions).\n\n\n\n            IN WITNESS WHEREOF, each of the parties hereto have caused this\nAgreement to be executed as of the date first written above by their\nrespective officers thereunto duly authorized.\n\n                                    ISSUER:\n\n                                    HONEYWELL INTERNATIONAL INC.,\n                                    a Delaware corporation\n\n\n                                    \/s\/ Michael E. Bonsignore\n                                    ---------------------------------\n                                    By:  Michael E. Bonsignore\n                                    Its: Chairman and CEO\n\n                                    GRANTEE:\n\n                                    GENERAL ELECTRIC COMPANY,\n                                    a New York corporation\n\n                                    \/s\/ John F. Welch, Jr.\n                                    ---------------------------------\n                                    By:  John F. Welch, Jr.\n                                    Its: Chairman and CEO\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7615,7791],"corporate_contracts_industries":[9473,9452],"corporate_contracts_types":[9622,9626],"class_list":["post-43636","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-electric-co","corporate_contracts_companies-honeywell-international-inc","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43636","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=43636"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43636"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43636"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43636"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}