Honeywell 2003 Annual Report Download - page 305

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3. Forty-five thousand (45,000) unvested stock options from your February
7, 2003 option grant shall continue to vest as scheduled on January 1,
2005. You shall have three (3) years from your Last Day of Active
Employment to exercise any options that vest under this paragraph.
4. Seventy-four thousand five hundred (74,500) unvested restricted units
(twelve thousand (12,000) from your January 1, 2000 grant, twelve thousand
five hundred (12,500) from your July 16, 2001 grant, and fifty thousand
(50,000) from your February 7, 2002 grant) shall continue to vest as
scheduled on January 28, 2005, July 16, 2004 and February 7, 2004,
respectively. Dividends will be paid to you on these unvested restricted
units.
5. You will become vested in the premium interest rate related to your
Deferred Incentive and Deferred Salary accounts.
Consideration for the Release
The Severance Pay and Additional Benefits (the "Consideration") are something of
value that will be available to you only in return for your signed Agreement and
Release in the form provided to you. If you choose not to sign this Agreement
and Release in the form provided to you, you will not be entitled to the
Consideration.
Contingencies
In order to receive the Consideration under this Agreement and Release, you must
return this signed Agreement and Release in the form provided to Thomas W.
Weidenkopf at 101 Columbia Road, Morristown, New Jersey, no later than March 10,
2004.
In the event that before the end of your Benefit Period you (i) accept a
position with the Company as an employee, or (ii) return to work at Honeywell as
a leased employee, consultant or independent contractor, all Consideration under
this Agreement and Release will terminate as of the date your employment with
the Company resumes. In such event, all Consideration paid to you before you are
reinstated or rehired shall be considered to be valuable legal consideration to
which you were not otherwise entitled and the Release of Claims and
Confidentiality provisions of this Agreement and Release shall remain in effect
and fully enforceable.
Subject to the preceding paragraph, your acceptance of a position with another
company will not affect your eligibility for the Consideration under this
Agreement and Release. However, the Company reserves the right to cancel your
Consideration (and to seek full reimbursement thereof) in the event that, at any
time during the Salary Continuation Period, you engage in activities determined
to be significantly detrimental to the Company's interests, including, without
limitation, (i) recruiting, hiring or soliciting Honeywell employees for
employment or the performance of services with a competing company, (ii) breach
of any obligations under any confidentiality agreement or intellectual property
agreement, (iii) making disparaging, knowingly false or misleading statements
about the Company or its products, officers or