Honeywell 2008 Annual Report Download - page 268

the event of change of control that also qualifies as a “Change in the Ownership or Effective Control of a Corporation or in the
Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(i)(5),
or any successor thereto, payment will commence on the later of (i) the date on which such change in control is consummated
and (ii) January 1, 2010. If you retire on or after age 62, this lifetime benefit will be in the amount of $175,000 annually.
Notwithstanding the foregoing, if you are a “Specified Employee” within the meaning of Section 409A of the Code at the time of
your Separation from Service (including, without limitation, your retirement), the payments of your enhanced retirement benefit
to which you would otherwise be entitled during the first six months following your Separation from Service shall be deferred
and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month following such
Separation from Service (or, if earlier, the date of your death), with no interest or earnings accruing on such payments during the
deferral period.
3. Under Section II “Benefits,” the subsection entitled “Senior Executive Severance” shall be replaced in its entirety with the
following language:
“Senior Executive Severance: The Company will provide 36 months of continued base salary, annual incentive bonus at the
target bonus opportunity then in effect, and certain benefits in the event of your involuntary termination for other than Gross
Cause (as defined in the Senior Severance Plan). Such severance shall be payable in accordance with the terms and conditions of
the Senior Severance Plan.”
4. Under Section II “Benefits,” a new paragraph shall be inserted at the end of such section, which such paragraph shall read as
follows:
“The Company and you intend that the terms of this offer shall comply with Section 409A of the Code and shall be interpreted,
operated and administered accordingly.”
HONEYWELL INTERNATIONAL INC.
/s/ Mark James
Mark James
Senior Vice President – Human Resources and
Communications
DAVID J. ANDERSON
/s/ David J. Anderson
Dated: December 17, 2008
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