Honeywell 2008 Annual Report Download - page 286

day of the month following the date of Executive’s death), with no interest or earnings accruing on such payment during
the deferral period.”
4. Section 4(f) of the Employment Agreement shall be replaced in its entirety with the following language:
“Executive Life Insurance. The Company shall reimburse Executive for the cost of the annual premium incurred by Executive
pursuant to the life insurance policy maintained by Executive, as required by the terms of the Deferred Compensation
Arranagement dated August 4, 2006 between the Company and Executive.”
5. Section 5 of the Employment Agreement shall be amended as follows:
(i) The first sentence of Section 5(a) shall be replaced in its entirety with the following language: “A Termination of
Employment shall automatically occur upon Executive’s death during the Term of Employment.”
(ii) The phrase “termination of Executive’s employment” in the third sentence of Section 5(a) and the first sentence of
Section 5(b)(ii), and the phrase “Executive’s termination” in the fourth sentence of Section 5(b)(ii) shall each be replaced
with the phrase “Termination of Employment.”
(iii) Section 5(d) of the Employment Agreement shall be replaced in its entirety with the following language:
“Date of Termination. The Date of Termination’ means the date of Executive’s death, the Disability Effective Date or the
date on which the Termination of Employment by the Company for Cause or without Cause or the voluntary Termination
of Employment by Executive is effective.”
6. The first sentence of Section 6(a) of the Employment Agreement shall be replaced in its entirety with the following language:
“Upon a Termination of Employment by reason of Executive’s death during the Term of Employment, the Company shall pay to
Executive’s designated beneficiaries (or, if there is no such beneficiary, to Executive’s estate or legal representative), (i) as soon
as reasonably practicable following Executive’s Termination of Employment but in no event later than the 15th day of the third
month following the end of the calendar year in which such Termination of Employment occurs, (1) any portion of Executive’s
annual Base Salary through the Date of Termination that has not yet been paid, and (2) an amount equal to the product of (A) the
target bonus that Executive would have been eligible to earn for the period during which such termination occurs, and (B) a
fraction, the numerator of which is the number of days in such period through the Date of Termination, and the denominator of
which is the total number of days in the relevant period; (ii) the benefits described in Section 4(e) hereof, and (iii) such
compensation and benefits as shall be payable to Executive pursuant to the terms of the Company’s
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