Honeywell 2008 Annual Report Download - page 284

Exhibit 10.17
AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN HONEYWELL
INTERNATIONAL, INC. AND DAVID M. COTE, DATED FEBRUARY 18, 2002
WHEREAS, Honeywell International Inc. (the “Company”) and Mr. David M. Cote (the “Executive”) entered into an employment
agreement dated February 18, 2002 (the “Employment Agreement”) which was intended to set forth certain terms and conditions
relating to the compensation and benefits for which Executive would be eligible during his employment with the Company; and
WHEREAS, the Company and the Executive wish to amend the Employment Agreement to the extent necessary to comply with
Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.
NOW, THEREFORE, the Employment Agreement is hereby amended effective December 31, 2008 in the following manner:
1. The first and second sentences of Section 1(j)(ii) and the first sentence of Section 1(j)(iv) of the Employment Agreement shall be
amended by replacing the phrases “termination of employment” and “termination of Executive’s employment” with the phrase
“Termination of Employment.”
2. The following new Sections 1(s), 1(t) and 1(u) shall be added to the Employment Agreement:
“(s) Section 409A’ shall mean Section 409A of the Internal Revenue Code of 1986, as amended and the regulations
promulgated with respect thereto.
(t) Separation from Service’ shall have the meaning ascribed to such term under Section 409A.”
(u) Termination of Employment’ shall mean a termination of Executive’s employment with the Company that also qualifies as
a Separation from Service. In the event of a termination of Executive’s employment with the Company that fails to qualify
as a Separation from Service, a Termination of Employment shall be deemed to occur upon Executive’s subsequent
Separation from Service.”
3. Section 4(e) of the Employment Agreement shall be replaced in its entirety with the following language:
“(e) Additional Retirement Benefit.
(i) Subject to the terms and conditions set forth herein, upon a Termination of Employment other than by reason of
Executive’s death, Executive shall be entitled to payment by the Company of a SERP Benefit, expressed as a life annuity
commencing on Executive’s sixtieth birthday, and providing for annual payments to Executive equal to (1) the product of
(A) 60%, times (B) Executive’s Final Average Compensation (as defined below), minus (2) the sum