Honeywell 2010 Annual Report Download - page 126
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Exhibit 10.34
October 6, 2010
Mr. Roger Fradin
26 Crane Road
Lloyd Harbor, New York 11743
Dear Roger:
I am pleased to confirm additional terms and conditions of your benefits package. The benefits described in this letter were approved by the Management
Development and Compensation Committee of the Board of Directors at its meeting on September 24, 2010 and will be effective as of the date you execute
Honeywell's "Employee Agreement Relating to Trade Secrets, Proprietary and Confidential Information" and "Employee Non-Competition Agreement" in the
form attached hereto as Exhibits A and B, respectively. The terms and conditions of these additional benefits can be summarized as follows:
Retirement Benefits
The additional retirement benefit described in your Letter Agreement dated July 20, 2007 will be subject to a minimum annual single life annuity of
$1,400,000 commencing on the later of August 5, 2013 or your termination of employment with Honeywell.
The augmented retirement benefit described herein is subject to the following terms and conditions:
•You must remain actively employed by Honeywell until August 5, 2013 (the "Retention Date"); provided, however, the requirement that you
remain employed by Honeywell through the Retention Date shall not apply in the event you die or become disabled while employed by the
Company or you are involuntarily terminated by the Company other than for Cause (as defined in the 2006 Stock Incentive Plan, which definition
incorporates the definition of "Gross Cause" under the Senior Severance Plan); and
• Prior to August 5, 2013, you may not engage, or knowingly permit another person to engage on your behalf, in an external CEO search.
Equity Vesting
If you (a) retire from Honeywell after August 5, 2015, or (b) are involuntarily terminated other than for Cause prior to August 5, 2015, and you have
outstanding, unvested stock options or restricted stock units that are not subject to performance conditions, such stock options and restricted stock units will
vest as of your retirement date or termination date, as applicable. If you (x) retire from Honeywell after August 5, 2015, or (y) are involuntarily terminated
other than for Cause prior to August 5, 2015, and you have outstanding, unvested stock options or restricted stock units from an equity grant that included one
or more performance conditions (including an equity grant where only some of the stock options or restricted stock units are subject to performance
conditions), the stock options or restricted stock units that are not subject to the performance conditions will vest as