c56028_ex10-14.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing






Exhibit 10.14


AMENDMENT TO THE LETTER AGREEMENT BETWEEN HONEYWELL 

INTERNATIONAL INC. AND DAVID J. ANDERSON, DATED JUNE 12, 2003


     WHEREAS, Honeywell International Inc. (the “Company”) and Mr. David J. Anderson (the “Executive”) entered into a letter agreement dated June 12, 2003 (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 subsection
      entitled “Pension” shall be replaced in its entirety with the
    following language:
	 	 
	 	“Pension: You
      will be eligible for an enhanced retirement benefit through a combination
      of Honeywell’s qualified retirement plan and a special non-qualified
    pension enhancement that will provide: 
	 	 
	 	A monthly benefit equal to the benefit provided under
      the Honeywell International Inc. Supplemental Executive Retirement Plan
      for Executives in Career Band 6 and Above (the “SERP”). Honeywell
      will credit your years of service with both ITT and Honeywell as Service
      under the SERP for all plan purposes. Such benefit will be paid as an annuity
      as of the first of the month following 105 days following the later of
      your Separation from Service (as such term is defined in Section 409A of
      the Internal Revenue Code of 1986, as amended (the “Code”))
    or your earliest retirement date as provided under the SERP. 
	 	 
	 	Plus,
	 	 
	 	If you retire on or after age 60, a benefit for your
      lifetime in the amount of $125,000 annually, commencing as of the first
      of the month following your Separation from Service. In the event that
      you are terminated by the Company, other than for Gross Cause (as defined
      in the Honeywell International inc. Senior Severance Plan, as amended from
      time to time (the “Senior Severance Plan”)), payment will commence
      as of the later of the first of the month following your Separation from
    Service or January 1, 2010. In 
	 	 
	 


 









	 	the event of change of control that also qualifies
        as a “Change in the Ownership or Effective Control of a Corporation
        or in the Ownership of a Substantial Portion of the Assets of a Corporation” under
        Treasury Department Final Regulation 1.409A-3(i)(5), or any successor
        thereto, payment will commence on the later of (i) the date on which
        such change in control is consummated and (ii) January 1, 2010. If you
        retire on or after age 62, this lifetime benefit will be in the amount
    of $175,000 annually. 
	 	 
	 	Notwithstanding the foregoing, if you are a “Specified
        Employee” within the meaning of Section 409A of the Code at the
        time of your Separation from Service (including, without limitation,
        your retirement), the payments of your enhanced retirement benefit to
        which you would otherwise be entitled during the first six months following
        your Separation from Service shall be deferred and accumulated for a
        period of six months 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. 
	 	 
	3.      		Under Section II “Benefits,” the subsection
        entitled “Senior Executive Severance” shall be replaced in
    its entirety with the following language:
	 	 
	 	“Senior Executive
          Severance: The Company will provide 36
          months of continued base salary, annual incentive bonus at the target
          bonus opportunity then in effect, and certain benefits in the event
          of your involuntary termination for other than Gross Cause (as defined
          in the Senior Severance Plan). Such severance shall be payable in accordance
    with the terms and conditions of the Senior Severance Plan.” 
	 	 
	4.  	Under Section II “Benefits,” a new paragraph
        shall be inserted at the end of such section, 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.”




	 	
HONEYWELL INTERNATIONAL INC.	
	 	 	
	 	 	
	 	
/s/ Mark James	
	 	
Mark James	
	 	
Senior Vice President – Human Resources and	
	 	
Communications	
	 	 	
	 	 	
	 	
DAVID J. ANDERSON	
	 	 	
	 	 	
	 	
/s/ David J. Anderson	





Dated: December 17, 2008
 


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