Honeywell 2008 Annual Report Download - page 289

Exhibit 10.23
AMENDMENT TO THE LETTER AGREEMENT
BETWEEN
HONEYWELL INTERNATIONAL INC. AND LARRY KITTELBERGER,
DATED JULY 27 2001
WHEREAS, Honeywell International Inc. (the “Company”) and Mr. Larry E. Kittelberger (the “Executive”) entered into a letter agreement dated July
27, 2001 (the “Letter 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 Letter 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 Letter Agreement is hereby amended effective December 31, 2008 in the following manner:
1. Under Section I “Compensation,” the subsection entitled “Annual Incentive Bonus” shall be replaced in its entirety with the following language:
“Annual Incentive Bonus: You shall be eligible for annual awards under the Honeywell International Inc. Incentive Compensation Plan for
Executive Employees with a short-term incentive compensation target opportunity of at least 100% of your annual cash base salary earnings during
the year.”
2. Under Section II “Benefits,” the final sentence of the subsection entitled “Pension” shall be replaced in its entirety with the following sentence:
“Your Band 6 SERP benefit shall be available in an annuity (determined in accordance with the assumptions specified in the Band 6 SERP at the
time of your termination or retirement) and shall be reduced by the actuarial value of any qualified pension benefit payable to you under the terms of
any tax-qualified pension plan of the Company which has not already been taken into account in determining the Band 6 SERP benefit.”
3. Under Section II “Benefits,” the following new sentence shall be added immediately prior to the final sentence of the subsection entitled “Medical and
Dental Plans”:
“Such cash payment shall be made to you on March 15th of the year following the year in which such annual premium cost was incurred.”
4. Under Section II “Benefits,” the subsection entitled “Executive Severance” shall be replaced in its entirety with the following language:
“The Company will provide 36 months, or such longer period as provided in this letter, of Cash Base Salary, Annual Incentive Bonus at the target
bonus opportunity then in effect, and the Benefits (collectively the “Severance”), in the event of your involuntary termination for other than Gross
Cause or termination by you for Good Reason. Such Severance shall be payable in accordance with the terms and conditions of Honeywell’s
Severance Plan for Senior Executives (the “Severance Plan”), as may be amended from time to time. Gross Cause and Good Reason shall have the
same meaning as said terms are currently defined in the Severance Plan as amended and restated effective as of May 1, 1999. The term Good Reason
shall also mean any change in your direct reporting relationship to David Cote (currently Chairman of the Board/CEO) or his successor or your
removal from the Honeywell Leadership Council for