Honeywell 2009 Annual Report Download - page 162

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Exhibit 10.22
AMENDMENT
TO THE
DEFERRED COMPENSATION AGREEMENT
BETWEEN
HONEYWELL INTERNATIONAL INC. AND DAVID M. COTE
DATED AUGUST 4, 2006
Pursuant to the authority granted to proper officers of Honeywell International Inc. (the "Company") by the Management Development and
Compensation Committee of the Board of Directors on December 11, 2009, and in accordance with an agreement made between the Company and Mr. David
M. Cote to amend the Deferred Compensation Agreement between David M. Cote and Honeywell International Inc. dated August 4, 2006 (the "Agreement"),
the Agreement shall be amended effective January 1, 2010 in the following particulars:
1. By replacing paragraph 2(c) in its entirety with the following new paragraph 2(c):
"c. Annual Payment' means $62,000."
2. By replacing Section 3 in its entirety with the following new Section 3:
"3. Payment of Annual Payments and the Premium.
a. Annual Payments Before Executive's Death. Subject to Sections 5(a), 5(b), 9(a) and 9(b), Honeywell shall pay Executive the
Annual Payment no later than January 15th of each calendar year for which the Annual Payment is due. Honeywell shall tax and report each
Annual Payment as wages and shall withhold all applicable federal, state and local taxes from the Annual Payment. Executive shall remain solely
responsible for any federal, state, local or other taxes associated with the Annual Payment.
b. Annual Payments After Executive's Death. Subject to Sections 5(a), 5(b), 9(a) and 9(b), if Executive predeceases Co-insured,
Honeywell shall pay Co-insured the Annual Payment no later than January 15th of each calendar year for which the Annual Payment is due.
Honeywell shall properly report and withhold all applicable federal, state and local taxes from the Annual Payment. Co-insured shall remain
solely responsible for any federal, state, local or other taxes associated with the Annual Payment.
c. Annual Premium Payments. Executive (or Co-insured following Executive's death) shall be solely responsible for paying the full
amount of the Premium directly to the Insurer by its required due date."