Honeywell 2008 Annual Report Download - page 290

reasons other than Gross Cause. In addition, you will become fully vested in all of the Plans listed below (other than any qualified pension or savings
plan) and the Company will allow all unvested equity to continue to vest as scheduled and all options provided under the Long Term Incentive
Award to be exercisable in the same manner as if you were still employed.
Notwithstanding the foregoing, if you are a “Specified Employee” within the meaning of Section 409A at the time of your Separation from Service
(as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), the payment of Severance to which you would
otherwise be entitled during the first six months following your Separation from Service shall be deferred 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.”
5. Under Section III “Plan Participation and Benefits Guarantee” the second and third paragraphs shall be replaced in their entirety with the following
language:
“To the extent all Benefits provided in this offer letter (the “Benefits”) are not provided in their entirety under the Plans, the Company guarantees
that, to the extent permissible under Section 409A of the Code, you will nevertheless receive all of the Benefits. The Company further guarantees that
the Board of Directors will take all actions necessary, to the extent permissible under Section 409A of the Code, to provide you with such Benefits.
If any of the Plans are modified or amended in any way which impacts your Benefits, other than to the extent necessary to comply with Section 409A
of the Code or de minimis modifications to any medical, life or disability plans that shall also apply to similarly situated executives, the Company
guarantees that, to the extent permissible under Section 409A of the Code, you will nevertheless receive the better of the (i) the Benefits or (ii) such
benefits as are provided under any such modified or amended Plan.”
6. Under Section III “Plan Participation and Benefits Guarantee” a new paragraph shall be inserted after the fourth paragraph, 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.”
Agreed to and Accepted:
/s/ Mark James
Mark James
Senior Vice President – Human Resources and Communications
Honeywell International Inc.
/s/ Larry E. Kittelberger
Larry E. Kittelberger
Date: December 30, 2008
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