Honeywell 2008 Annual Report Download - page 287

compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination.”
7. The phrase “If the Executive’s employment is terminated” in the final sentence of Section 6(a) of the Employment Agreement
shall be replaced with the phrase “Upon a Termination of Employment.”
8. The first paragraph of Section 6(b) of the Employment Agreement shall be replaced in its entirety with the following language:
“By the Company Other Than for Cause; Termination by Executive for Good Reason. Upon a Termination of Employment
during the Term of Employment by the Company other than for Cause or by Executive for Good Reason, except as otherwise
provided in this Agreement, the consequences of such termination shall be determined in accordance with the Company’s
Severance Plan, which is incorporated by reference in this Agreement, with the additions and modifications in respect of
Executive as set forth below; provided, that on and after the Effective Date of this Agreement, such Severance Plan shall not be
amended, modified or terminated in any way that would adversely affect Executive (it being understood that any amendment
required to be made to the Severance Plan under Section 409A shall not be considered to adversely affect the Executive).
Executive shall be treated as an “Officer Participant” under the terms of the Severance Plan. The “Severance Period” for
purposes of the Severance Plan, in Executive’s case, shall be thirty-six months. The “Severance Pay Factor” for purposes of the
Severance Plan, in Executive’s case, shall be equal to the number of months of Executive’s Severance Period. “Covered
Termination” for purposes of the Severance Plan shall mean any (i) Termination of Employment by the Company other than for
Cause or (ii) Termination of Employment at the initiative of Executive for Good Reason.
9. The following new paragraph shall be added immediately following the second paragraph of Section 6(b):
“Notwithstanding the foregoing, if Executive is a “Specified Employee” within the meaning of Section 409A at the time of
Executive’s Termination of Employment, the payment of the pro-rata bonus under clause (iii) of this Section 6(b) to which
Executive would otherwise be entitled during the first six months following his Termination of Employment shall be deferred
and paid in a lump sum on the first day of the seventh month following such Termination of Employment (or, if earlier, the date
of the Executive’s death), with no interest or earnings accruing on such payments during the deferral period.”
10. The first sentence of Section 6(c) of the Employment Agreement shall be amended by (i) replacing the lead-in phrase “In the
event of Executive’s termination of employment” with the phrase “In the event of a Termination of Employment” and (ii)
adding the language “(but in no event later than the 15th day of the third month following the end of the calendar year in which
such Date of Termination occurs)” between the phrases “immediately following
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