c56028_ex10-17.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







Exhibit 10.17


AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN HONEYWELL 

INTERNATIONAL, INC. AND DAVID M. COTE, DATED FEBRUARY 18, 2002 


     WHEREAS, Honeywell International Inc. (the “Company”) and Mr. David M. Cote (the “Executive”) entered into an employment agreement dated February 18, 2002 (the
“Employment 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 Employment 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 Employment Agreement is hereby amended effective December 31, 2008 in the following manner: 

	
1.      		
The first and second sentences of Section 1(j)(ii) and the first sentence of Section 1(j)(iv) of the Employment Agreement shall be amended by replacing the phrases “termination of employment” and
“termination of Executive’s employment” with the phrase “Termination of Employment.”
	
	 
	
2.      		
The following new Sections 1(s), 1(t) and 1(u) shall be added to the Employment Agreement:
	
	 
	 	 “(s)
	‘Section
        409A’ shall mean Section 409A of
        the Internal Revenue Code of 1986, as amended and the regulations promulgated
    with respect thereto. 
	 
	 	 (t)
	‘Separation from
        Service’ shall have the meaning ascribed
    to such term under Section 409A.” 
	 
	 	 (u)
	‘Termination of
        Employment’ shall mean a termination
        of Executive’s employment with the Company that also qualifies
        as a Separation from Service. In the event of a termination of Executive’s
        employment with the Company that fails to qualify as a Separation from
        Service, a Termination of Employment shall be deemed to occur upon Executive’s
    subsequent Separation from Service.” 
	 
	
3.      		
Section 4(e) of the Employment Agreement shall be replaced in its entirety with the following language:
	
	 
	 	
“(e)

		Additional Retirement
    Benefit.
	 
	 	 	     (i)  Subject
      to the terms and conditions set forth herein, upon a Termination of Employment
      other than by reason of Executive’s death, Executive shall be entitled
      to payment by the Company of a SERP Benefit, expressed as a life annuity
      commencing on Executive’s sixtieth birthday, and providing for annual
      payments to Executive equal to (1) the product of (A) 60%, times (B) Executive’s
    Final Average Compensation (as defined below), minus (2) the sum 
	 	 	 
	 	 	 
	 	 	 












	 	
 
		of the annual vested retirement benefits (each expressed
        as a life annuity commencing on Executive’s sixtieth birthday)
        payable to Executive under the terms of any “defined benefit plan” (as
        defined in Section 3(35) of the Employee Retirement Income Security Act
        of 1974, as amended) or plans, including excess benefit or supplemental
        retirement plans or agreements, maintained by the Company or by any of
        Executive’s prior employers. The SERP Benefit shall be reduced
        by 4% for each year (or pro rata for any portion thereof) during which
        Executive collects his SERP Benefit prior to the attainment of age 60.
        For purposes of this Section 4(e), (A) Final Average Compensation shall
        mean the average of Executive’s base salary and bonus with respect
        to the three calendar years coincident with or immediately preceding
        Executive’s Termination of Employment, and (B) Final Average Compensation
        and Service shall take into account up to twelve months of severance
        payments made under Section 5(a) hereof, which payments shall be treated
        as having been made over the first twelve months of the Severance Period
    (as defined in the Severance Plan).
	 
	 	
 
		     If Executive dies before he receives his SERP Benefit,
        Executive’s surviving spouse (determined as of the date of Executive’s
        death) shall be entitled to an annual survivor benefit equal to 75% of
        the SERP Benefit commencing on the later of the date Executive would
        have attained age 60 or his Termination of Employment, and continuing
        for her life. No survivor benefit is payable if Executive receives the
        lump sum value of the SERP Benefit following his Termination of Employment;
        provided, however, that the survivor benefit described in this paragraph
        shall be taken into account when valuing the lump sum actuarial equivalent
    value of the SERP Benefit. 
	 
	 	 
	     (ii)  Subject
      to Section 4(e)(iii) below, (A) the actuarial equivalent value of the SERP
      Benefit or survivor benefit, as applicable, shall be paid in a single lump
      sum to Executive or his surviving spouse as of the first day of the month
      following 105 days after the later of Executive’s 60th birthday
      or Executive’s Termination of Employment; and (B) the SERP Benefit
      shall in all other respects be subject to such terms and conditions, including,
      without limitation, interest rate and mortality assumptions, as are applicable
      to retirement benefits payable under the supplemental retirement plan of
      the Company in which Executive participates as of the date on which Executive’s
      Termination of Employment occurs; provided, however,
      that for purposes of computing the SERP Benefit payable prior to Executive’s
      attainment of age 60, it shall be assumed that benefits under the plans
      referred to in Section 4(e)(i)(2) above commenced at the same time as the
    SERP Benefit.
	 
	 	 
	     (iii)  If
      Executive is a ‘Specified Employee’ within the meaning of Section
      409A at the time of the Executive’s Termination of Employment, the
      single lump sum payment under this Section 4(e) to which Executive would
      otherwise be entitled during the first six months following his Termination
      of Employment shall be deferred and paid in a lump sum on the first day
      of the seventh month following such Termination of Employment (or, if earlier,
    the first 
	 




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		day of the month following the date of Executive’s
        death), with no interest or earnings accruing on such payment during
    the deferral period.” 
	 
	
4.      		
Section 4(f) of the Employment Agreement shall be replaced in its entirety with the following language:
	
	 
	 	 “Executive
          Life Insurance. The Company shall reimburse
          Executive for the cost of the annual premium incurred by Executive
          pursuant to the life insurance policy maintained by Executive, as required
          by the terms of the Deferred Compensation Arranagement dated August
        4, 2006 between the Company and Executive.” 

	 
	
5.      		
Section 5 of the Employment Agreement shall be amended as follows:
	
	 
	 	
(i)      		
The first sentence of Section 5(a) shall be replaced in its entirety with the following language: “A Termination of Employment shall automatically occur upon Executive’s death during the Term of
Employment.”
	
	 
	 	
(ii)      		
The phrase “termination of Executive’s employment” in the third sentence of Section 5(a) and the first sentence of Section 5(b)(ii), and the phrase “Executive’s termination” in
the fourth sentence of Section 5(b)(ii) shall each be replaced with the phrase “Termination of Employment.”
	
	 
	 	
(iii)      		
Section 5(d) of the Employment Agreement shall be replaced in its entirety with the following language:
	
	 
	 	 	
“Date of Termination. The ‘Date of Termination’ means the date of Executive’s
death, the Disability Effective Date or the date on which the Termination of Employment by the Company for Cause or without Cause or the voluntary Termination of Employment by Executive is effective.”
	
	 
	
6.      		
The first sentence of Section 6(a) of the Employment Agreement shall be replaced in its entirety with the following language:
	
	 
	 	“Upon a Termination of Employment by reason of
      Executive’s death during the Term of Employment, the Company shall
      pay to Executive’s designated beneficiaries (or, if there is no such
      beneficiary, to Executive’s estate or legal representative), (i)
      as soon as reasonably practicable following Executive’s Termination
      of Employment but in no event later than the 15th day
      of the third month following the end of the calendar year in which such
      Termination of Employment occurs, (1) any portion of Executive’s
      annual Base Salary through the Date of Termination that has not yet been
      paid, and (2) an amount equal to the product of (A) the target bonus that
      Executive would have been eligible to earn for the period during which
      such termination occurs, and (B) a fraction, the numerator of which is
      the number of days in such period through the Date of Termination, and
      the denominator of which is the total number of days in the relevant period;
      (ii) the benefits described in Section 4(e) hereof, and (iii) such compensation
      and benefits as shall be payable to Executive pursuant to the terms of
    the Company’s 





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	 	compensation and benefit plans, programs or
    arrangements as in effect immediately prior to the Date of Termination.” 
	 	 
	
7.      		
The phrase “If the Executive’s employment is terminated” in the final sentence of Section 6(a) of the Employment Agreement shall be replaced with the phrase “Upon a Termination of
Employment.”
	
	 
	
8.      		
The first paragraph of Section 6(b) of the Employment Agreement shall be replaced in its entirety with the following language:
	
	 
	 	“By the Company Other
        Than for Cause; Termination by Executive for Good Reason.
        Upon a Termination of Employment during the Term of Employment by the
        Company other than for Cause or by Executive for Good Reason, except
        as otherwise provided in this Agreement, the consequences of such termination
        shall be determined in accordance with the Company’s Severance
        Plan, which is incorporated by reference in this Agreement, with the
        additions and modifications in respect of Executive as set forth below; provided,
        that on and after the Effective Date of this Agreement, such Severance
        Plan shall not be amended, modified or terminated in any way that would
        adversely affect Executive (it being understood that any amendment required
        to be made to the Severance Plan under Section 409A shall not be considered
        to adversely affect the Executive). Executive shall be treated as an “Officer
        Participant” under the terms of the Severance Plan. The “Severance
        Period” for purposes of the Severance Plan, in Executive’s
        case, shall be thirty-six months. The
“Severance Pay Factor” for purposes of the Severance Plan, in Executive’s
case, shall be equal to the number of months of Executive’s Severance Period. “Covered
Termination” for purposes of the Severance Plan shall mean any (i) Termination
of Employment by the Company other than for Cause or (ii) Termination of Employment
at the initiative of Executive for Good Reason. 
	 
	
9.      		
The following new paragraph shall be added immediately following the second paragraph of Section 6(b):
	
	 
	 	“Notwithstanding the foregoing, if Executive is
      a “Specified Employee” within the meaning of Section 409A at
      the time of Executive’s Termination of Employment, the payment of
      the pro-rata bonus under clause (iii) of this Section 6(b) to which Executive
      would otherwise be entitled during the first six months following his Termination
      of Employment shall be deferred and paid in a lump sum on the first day
      of the seventh month following such Termination of Employment (or, if earlier,
      the date of the Executive’s death), with no interest or earnings
    accruing on such payments during the deferral period.” 
	 
	
10.      		
The first sentence of Section 6(c) of the Employment Agreement shall be amended by (i) replacing the lead-in phrase “In the event of Executive’s termination of employment” with the phrase
“In the event of a Termination of Employment” and (ii) adding the language “(but in no event later than the 15th day of the third month following the end of the
calendar year in which such Date of Termination occurs)” between the phrases “immediately following
	
	 



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the Date of Termination” and “, any portion of Executive’s annual Base Salary” in subclause (i) of Section 6(c).

	
	 
	
11.      		
The penultimate sentence of Section 9 shall be amended by adding the following language to the end of such sentence:
	
	 
	 	
“; provided further that any such reimbursement shall occur no later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable attorneys’
fees.”

	
	 
	
12.      		
The second sentence of Section 10(a) of the Employment Agreement shall be amended by replacing the phrase “termination of Executive’s employment” with the phrase “Termination of
Employment.”
	
	 
	
13.      		
Section 11 of the Employment Agreement shall be amended by adding the following language as new Section 11(i):
	
	 
	 	“Section 409A.
      The Company and Executive intend that this Agreement shall comply with
    Section 409A and shall be interpreted, operated and administered accordingly.” 




	 	
HONEYWELL INTERNATIONAL INC.	
	 	 	
	 	 	
	 	 	
	 	
/s/ Mark James	
	 	
Mark James	
	 	
Senior Vice President – Human Resources and	
	 	
Communications	
	 	 	
	 	 	
	 	
DAVID M. COTE	
	 	 	
	 	 	
	 	
/s/ Davis M. Cote	





Dated: December 31, 2008


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