Exhibit 10.13
Honeywell
Memorandum
Date: February 10, 2004
To: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
From: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Subject: Employment Separation Agreement and Release
This Employment Separation Agreement and Release ("Agreement and Release")
confirms our mutual understanding regarding your rights and benefits under the
Honeywell International Inc. Severance Plan for Senior Executives ("Senior
Severance Plan") incident to your termination of employment with Honeywell
International Inc., its predecessor companies, affiliates, subsidiaries and
business units, past and present ("Honeywell" or the "Company"). By signing this
Agreement and Release, you hereby acknowledge that these benefits are in full
satisfaction of all rights to termination or severance related benefits for
which you may have been eligible or may claim to be eligible under any agreement
or promise, whether written or oral, express or implied, or any Company
sponsored severance plan (including the Senior Severance Plan) or program.
Date of Termination
You have previously agreed to your separation from service from the Company.
Accordingly, your last day of work ("Last Day of Active Employment") will be
January 9, 2004.
Vacation Pay
Unused 2003 vacation pay shall be paid out as a lump sum as soon as practicable
after your Last Day of Active Employment. You are entitled to six (6) days of
unused prior year vacation pay.
Unused 2004 accrued vacation pay shall be paid out as a lump sum as soon as
practicable after your Last Day of Active Employment. You are entitled to two
and one-half (2.5) days of unused current year accrued vacation pay. Current
year vacation pay ceases to accrue as of your Last Day of Active Employment.
Severance Pay
Provided you sign and return this Agreement and Release in the form provided to
you, you shall receive eighteen (18) months of initial base salary continuation
("Initial Salary Continuation Period") and twelve (12) months of extended base
salary continuation ("Extended Salary Continuation Period") following your Last
Day of Active Employment. Your Initial Salary Continuation Period and Extended
Salary Continuation Period are hereinafter collectively referred to as your
"Salary Continuation Period". Your Salary Continuation Period shall extend from
January 10, 2004 through July 9, 2006. The period commencing on the day
following your
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Last Day of Active Employment and ending on the last day of your Salary
Continuation Period is referred to herein as the "Benefit Period".
During your Salary Continuation Period, you shall be eligible for a short-term
incentive compensation award in accordance with the terms of the Senior
Severance Plan. The amount of such award for each calendar year that contains a
portion of your Salary Continuation Period shall be as follows:
2004 Award (payable in March 2005) = $479,250
2005 Award (payable in March 2006) = $479,250
2006 Award (payable in March 2007) = $248,625
These salary continuation payments are hereinafter collectively referred to as
"Severance Pay".
The Company reserves the right in its sole discretion to continue your Severance
Pay and/or certain benefits while you review this Agreement and Release,
provided that this Severance Pay and benefits continuation shall in no event be
construed as a waiver by the Company of the provision in the Senior Severance
Plan making benefits contingent on execution of a release of claims in favor of
the Company.
Provided that you have signed and returned this Agreement and Release in the
form provided, in the event of your death after your Last Day of Active
Employment, payment of any remaining Severance Pay owing under this Agreement
and Release will be made to your estate.
All vacation and Severance Pay benefits are subject to federal, state and other
applicable taxes and withholdings.
Employee Benefits
A general description of your rights to continued participation in your employee
benefit plans is attached hereto as Exhibit A. Such description is for
information purposes only and is not a part of this Agreement and Release.
Additional Consideration
In addition to the benefits to which you are entitled under the Senior Severance
Plan, you shall be entitled to the following benefit(s) ("Additional Benefits"),
provided you sign and return this Agreement and Release in the form provided to
you:
1. Executive outplacement assistance is available to you for up to twelve
(12) months, ending January 9, 2005. Executive outplacement assistance will
be provided through ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ personalized senior executive
"Signature Service" and shall be coordinated through your Human Resources
office.
2. The provision of Severance Pay during your Extended Salary Continuation
Period.
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3. Forty-five thousand (45,000) unvested stock options from your February
7, 2003 option grant shall continue to vest as scheduled on January 1,
2005. You shall have three (3) years from your Last Day of Active
Employment to exercise any options that vest under this paragraph.
4. Seventy-four thousand five hundred (74,500) unvested restricted units
(twelve thousand (12,000) from your January 1, 2000 grant, twelve thousand
five hundred (12,500) from your July 16, 2001 grant, and fifty thousand
(50,000) from your February 7, 2002 grant) shall continue to vest as
scheduled on January 28, 2005, July 16, 2004 and February 7, 2004,
respectively. Dividends will be paid to you on these unvested restricted
units.
5. You will become vested in the premium interest rate related to your
Deferred Incentive and Deferred Salary accounts.
Consideration for the Release
The Severance Pay and Additional Benefits (the "Consideration") are something of
value that will be available to you only in return for your signed Agreement and
Release in the form provided to you. If you choose not to sign this Agreement
and Release in the form provided to you, you will not be entitled to the
Consideration.
Contingencies
In order to receive the Consideration under this Agreement and Release, you must
return this signed Agreement and Release in the form provided to ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, no later than March 10,
2004.
In the event that before the end of your Benefit Period you (i) accept a
position with the Company as an employee, or (ii) return to work at Honeywell as
a leased employee, consultant or independent contractor, all Consideration under
this Agreement and Release will terminate as of the date your employment with
the Company resumes. In such event, all Consideration paid to you before you are
reinstated or rehired shall be considered to be valuable legal consideration to
which you were not otherwise entitled and the Release of Claims and
Confidentiality provisions of this Agreement and Release shall remain in effect
and fully enforceable.
Subject to the preceding paragraph, your acceptance of a position with another
company will not affect your eligibility for the Consideration under this
Agreement and Release. However, the Company reserves the right to cancel your
Consideration (and to seek full reimbursement thereof) in the event that, at any
time during the Salary Continuation Period, you engage in activities determined
to be significantly detrimental to the Company's interests, including, without
limitation, (i) recruiting, hiring or soliciting Honeywell employees for
employment or the performance of services with a competing company, (ii) breach
of any obligations under any confidentiality agreement or intellectual property
agreement, (iii) making disparaging, knowingly false or misleading statements
about the Company or its products, officers or
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employees to competitors, customers, potential customers or to current or former
employees of the Company, (iv) commission of any fraud or misappropriation of
property, proprietary information, intellectual property or trade secrets of the
Company for personal gain or for the benefit of another party, (v) engaging in
intentional misconduct substantially damaging to the property or business of the
Company, (vi) holding yourself out as an active Honeywell employee, and (vii)
materially breaching any of the terms of this Agreement and Release.
For at least six months after your Salary Continuation Period ends, your
eligibility to return to work at Honeywell as a Honeywell employee, as a leased
employee or as an independent contractor or consultant shall be subject to the
Company's policies on contingent workers.
Release Of Claims
In exchange for the Consideration, you do hereby waive and do hereby release,
knowingly and willingly, Honeywell International Inc., its future parent
corporations, its predecessor companies, its past, present and future divisions,
subsidiaries, affiliates and related companies and their successors and assigns
and all past, present and future directors, officers, employees and agents of
these entities, personally and as directors, officers, employees and agents
(collectively the "Honeywell Group"), from any and all claims of any nature
whatsoever you have arising out of your employment and/or the termination of
your employment with the Honeywell Group, known or unknown, including but not
limited to any claims you may have under federal, state or local employment,
labor, or anti-discrimination laws, statutes and case law and specifically
claims arising under the federal Age Discrimination in Employment Act, the Civil
Rights Acts of 1866 and 1964, as amended, the Americans with Disabilities Act,
Executive Order 11246, the Employee Retirement Income Security Act of 1974
("ERISA"), the Family and Medical Leave Act, the Rehabilitation Act of 1973, the
Fair Labor Standards Act, the Labor-Management Relations Act, the Equal Pay Act
and the Worker Adjustment Retraining and Notification Act, the Minnesota Human
Rights Act, the Minnesota Equal Pay Law, the Minnesota Age Discrimination Law,
the Minnesota Smokers' Rights Law, the Minnesota Parental Leave Act, the
Minnesota Constitution, Minnesota common law and any and all other applicable
state, county or local statutes, ordinances or regulations, including claims for
attorneys' fees; provided, however, that this release does not apply to claims
for benefits under Honeywell Group sponsored benefit plans covered under ERISA
(other than claims for severance and severance related benefits), does not apply
to claims arising out of obligations expressly undertaken in this Agreement and
Release, and does not apply to claims arising out of any act or omission
occurring after the date you sign this Agreement and Release. All claims,
including contingent claims, for incentive compensation awards under any
Honeywell Group plan or payroll practice, along with any claims under any state
wage and hour laws, are specifically subject to this release of claims. Any
rights to benefits (other than severance benefits) under Honeywell Group
sponsored benefit plans are governed exclusively by the written plan documents.
You acknowledge and understand that you have accepted the Consideration
referenced in this Agreement and Release in full satisfaction of all claims and
obligations of the Honeywell Group to you regarding any matter or incident up to
the date you execute this Agreement and Release (except to the extent expressly
excepted from the terms of this Agreement and Release) and you affirmatively
intend to be legally bound thereby.
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You hereby agree and acknowledge that you are not entitled to receive any
additional payments or benefits from the Honeywell Group related to your
employment or termination of employment other than as expressly provided herein.
Cooperation and Nondisclosure
In further exchange for the Consideration you receive under this Agreement and
Release, you agree to cooperate fully with the Company in any matters that have
given or may give rise to a legal claim against the Company, and of which you
are knowledgeable as a result of your employment with the Company. This requires
you, without limitation, to (1) make yourself available upon reasonable request
to provide information and assistance to the Company on such matters without
additional compensation, except for your out of pocket costs, (2) maintain the
confidentiality of all Company privileged or confidential information including,
without limitation, attorney-client privileged communications and attorney work
product, unless disclosure is expressly authorized by the Company's law
department, and (3) notify the Company promptly of any requests to you for
information related to any pending or potential legal claim or litigation
involving the Company, reviewing any such request with a designated
representative of the Company prior to disclosing any such information, and
permitting a representative of the Company to be present during any
communication of such information. In particular, and without limiting the
applicability of the foregoing, you agree to make yourself reasonably available
to assist (including, without limitation, making yourself available for
interviews, depositions and trial) the Company in its defense of securities
litigation currently pending in New Jersey Federal District Court under the
caption In Re Honeywell Securities Litigation.
Indemnification
Honeywell will indemnify you, to the extent permitted by law and Honeywell's
certificate of incorporation and by-laws, for personal acts and omissions
committed in the exercise of your duties as an officer of the Company.
Consistent with this obligation, the Company will advance indemnification
expenses on your behalf, provided you sign an undertaking to repay all such
amounts if it shall be ultimately determined by final judicial decision that you
are not entitled to indemnification.
Non-Competition Agreement
In further exchange for the Consideration you receive under this Agreement and
Release, you agree that for the entirety of your Salary Continuation Period you
will not, without the written consent of Honeywell, directly or indirectly, (a)
engage or be interested in (without any geographic restrictions or limitations),
as owner, partner, shareholder, employee, director, officer, agent, consultant
or otherwise, directly or indirectly, with or without compensation, any
Competing Business or assist any Competing Business, (b) alone or in concert
with others, employ or seek to employ, induce or solicit for employment, any
person who was employed by the Company (other than persons employed in a
clerical or other non-professional position) within the twelve (12) month period
preceding the date of such employment or solicitation, or (c)
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directly or through any third party, solicit, entice, persuade or induce any
person or entity doing business with the Company, to terminate such relationship
or to refrain from extending or renewing the same.
For purposes of this Agreement, "Competing Business" shall mean each of the
following entities and their subsidiaries and affiliates (including any
successors thereto): (i) Siemens Building Technologies (a division of Siemens
A.G.), (ii) Tyco Fire and Security (a division of Tyco International), (iii) GE
Infrastructure (a division of General Electric Company), (iv) the HVAC and
Process Control divisions of ▇▇▇▇▇▇▇ Electric Co., (v) ▇▇▇▇▇▇▇ Controls, Inc.,
(vi) Carrier (a division of United Technologies Corporation), (vii) ▇▇▇▇▇▇▇
Corporation, (viii) Trane (a division of American Standard Inc.), (ix) Yokogawa
Corporation of America, (x) Invensys plc, (xii) ▇▇▇▇▇▇ ▇▇▇▇▇ Corporation, and
(xii) any business entity or group of business entities, regardless of whether
organized as a corporation, partnership (general or limited), joint venture,
association or other organization or entity ("Business Entity") with annual
gross sales in excess of $1 billion, but only to the extent such Business Entity
designs, develops, produces, offers for sale or sells products or services that
compete with products and services offered for sale by Honeywell's Automation
and Control Solutions business. Nothing herein, however, shall prohibit you from
acquiring or holding not more than one percent (1%) of any class of publicly
traded securities of any such business; provided that such securities entitle
you to no more than one percent (1%) of the total outstanding votes entitled to
be cast by security holders of such business in matters on which such security
holders are entitled to vote.
In the event any of the foregoing covenants shall be determined by any court of
competent jurisdiction to be unenforceable by reason of extending for too great
a period of time, over too great a geographical area or by reason of its being
too extensive in any other respect, it shall be interpreted to extend only over
the maximum period of time for which it may be enforceable, over the maximum
geographical area as to which it may be enforceable, and/or to the maximum
extent in all other respects as to which it may be enforceable, all as
determined by such court in such action. The invalidity or unenforceability of
any particular provision of this Non-Competition Agreement paragraph shall not
affect the other provisions hereof, which shall continue in full force and
effect.
You agree that the Company's remedies at law would be inadequate in the event of
a breach or threatened breach of this Non-Competition Agreement paragraph;
accordingly, the Company shall be entitled, in addition to its rights at law, to
seek an injunction or other equitable relief without the need to post a bond.
The terms of this Non-Competition Agreement paragraph are to be read consistent
with the terms of the Company's standard Agreement Relating to Intellectual
Property and Confidential Information ("IP/Confidentiality Agreement"), a copy
of which is attached hereto as Exhibit "B"; provided, however, to the extent the
terms of this Non-Competition Agreement paragraph are more restrictive than such
IP/Confidentiality Agreement, the terms of this Non-Competition Agreement
paragraph shall govern.
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Confidentiality
Subject to the covenants in Exhibit B, you agree not to disclose or cause any
other person to disclose to third parties, including employees of the Company,
the terms of this Agreement and Release; provided, however, that you have the
right to disclose the terms of this Agreement and Release to your spouse, your
financial/tax advisor and your attorney and in response to a governmental
inquiry, including a governmental tax audit or a judicial subpoena. You
understand that your breach of this confidentiality provision shall excuse the
Company from performing further under this Agreement and Release, and the
Company shall be entitled to repayment of the Consideration provided hereunder
upon demand. You agree that neither this Agreement and Release nor any version
of this Agreement and Release shall be admissible in any forum as evidence
against the Company or you except in a proceeding to enforce this Agreement and
Release. This Agreement and Release does not constitute an admission of
wrongdoing by either party.
You acknowledge and agree that any agreements signed by you relating to
intellectual property and confidential information acquired by you as a result
of your employment with the Company remain in full force and effect and place
legal obligations upon you that continue beyond your employment with the
Company. In further exchange for the Consideration you receive under this
Agreement and Release, you agree to abide by the confidentiality and
intellectual property covenants set forth in Exhibit B attached hereto with
respect to knowledge acquired during your employment with the Company. You
hereby agree that the covenants appearing at Exhibit B are a material part of
this Agreement and Release.
Compliance With ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act
Nothing in this Agreement and Release (or any exhibit or attachment thereto)
shall be construed to prohibit you from reporting any accounting, internal
accounting control, or auditing matter to any federal regulatory agency, any
federal law enforcement agency, or any Member of Congress or any committee or
subcommittee of Congress. Nor shall this Agreement and Release (or any exhibit
or attachment thereto) be construed to prohibit you from engaging in any
activity protected by 18 U.S.C. 'SS'1514A.
Severability; Entire Agreement; No Oral Modifications; No Waivers
Should any of the provisions of this Agreement and Release (other than the
Release of Claims provision) be determined to be invalid by a court of competent
jurisdiction, the parties agree that this shall not affect the enforceability of
the other provisions of the Agreement and Release. In such case, the parties
shall renegotiate the invalidated provision(s) in good faith to effectuate
its/their purpose and to conform the provision(s) to applicable law. This
Agreement and Release constitutes a single integrated contract expressing the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous oral and written agreements and
discussions with respect to the subject matter hereof. This Agreement and
Release may be amended or modified only by an agreement in writing. The failure
by the Company to declare a breach or otherwise to assert its rights under this
Agreement and Release
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shall not be construed as a waiver of any right the Company has under this
Agreement and Release.
Acknowledgments And Certifications
You acknowledge and certify that you:
(a) have read and understand all of the terms of this Agreement and Release and
do not rely on any representation or statement, written or oral, not set
forth in this Agreement and Release;
(b) have had a reasonable period of time to consider this Agreement and
Release;
(c) are signing this Agreement and Release knowingly and voluntarily;
(d) have been advised to consult with an attorney before signing this Agreement
and Release;
(e) have the right to consider the terms of this Agreement and Release for 21
days and if you take fewer than 21 days to review this Agreement and
Release, you hereby waive any and all rights to the balance of the 21 day
review period; and
(f) have the right to revoke this Agreement and Release within 15 days after
signing it, by providing written notice of revocation to your Human
Resources representative. If you revoke this Agreement and Release during
this 15-day period, it becomes null and void in its entirety.
THIS IS A LEGALLY ENFORCEABLE DOCUMENT.
HONEYWELL INTERNATIONAL INC.
By:
-------------------------------------- ----------------------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Senior Vice President
Human Resources And Communications
Dated: Dated:
------------------------------- -------------------------------
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EXHIBIT A
SUMMARY
OF
EMPLOYEE BENEFITS
All capitalized terms in this description have the meaning set forth in the main
body of the Agreement and Release, unless otherwise noted herein.
This employee benefits description is applicable only with respect to eligible
employees receiving periodic severance payments under the Senior Severance Plan,
is for information purposes only and is not intended to constitute additional
consideration for the execution of the Agreement and Release. Moreover, this
description is not intended to supplant the applicable plan documents and
summary plan descriptions. If you have specific questions regarding any employee
benefit plan, please consult the applicable plan document and summary plan
description. In the event of any conflict between this description and the
actual employee benefit plan document, the employee benefit plan document shall
control. The Company reserves the right, in its sole discretion, to amend,
modify or terminate its employee benefit plans at any time and for any reason.
Group Insurance Coverage
As long as the underlying plan so allows, you may elect to retain your coverage
in the Company's group health insurance plans for active employees through the
end of the month in which your Benefit Period ends, except as otherwise provided
below. The employee share of any premiums shall automatically be deducted from
your Severance Pay unless you notify the Company, in writing, that you wish to
cancel your insurance coverage.
Notwithstanding any provision herein to the contrary, eligibility for short-term
disability coverage, long-term disability coverage and any business travel
insurance that you may have will terminate as of your Last Day of Active
Employment.
Your basic Company-sponsored life insurance coverage and accidental death and
dismemberment coverage will end on the date your Salary Continuation Period
ends. You may convert your basic Company-sponsored life insurance coverage and
accidental death and dismemberment coverage to individual coverage by contacting
Honeywell's HR Service Center at 1-877-258-3699, Option 4, to request the
required conversion forms. You must apply for conversion of coverage on the
approved forms within 31 days after your Salary Continuation Period ends.
You may elect to retain any Group Universal Life Insurance (GUL) coverage you
have through your Benefit Period. If you wish to continue your GUL insurance
beyond the Benefit Period on a direct pay basis, you can contact CIGNA at
▇▇▇-▇▇▇-▇▇▇▇.
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As noted above, your active Honeywell group health insurance coverage will
expire at the end of the month in which your Benefit Period ends. At that time,
you may elect to continue your group medical and dental insurance coverage
pursuant to the federal COBRA law, assuming you have not allowed this coverage
to expire during the Benefit Period. Honeywell's COBRA administrator will be
contacting you at the end of your Benefit Period to provide you with further
details and election forms. COBRA coverage is totally employee paid and is
generally available at the rate of one hundred two percent (102%) of the
applicable premium.
Flexible Spending Accounts
As long as the underlying plan so allows, you may elect to retain your coverage
in the Company's Section 125 plan, including both health and dependent care
flexible spending accounts, through the end of the month in which your Benefit
Period ends. Any amounts you elect to contribute to a flexible spending account
shall automatically be deducted from your vacation and Severance Pay. If, at the
time you cease to be treated as an active employee for Section 125 plan
purposes, you are eligible to continue coverage in your health flexible spending
account pursuant to the federal COBRA law, you will be notified by the Company's
COBRA administrator.
Honeywell Savings Plan and Supplemental Savings Plan
As long as the underlying plans so allow, you may continue to participate in the
Company's savings plan and, if applicable, supplemental savings plan during your
Benefit Period to the extent otherwise permissible under applicable law. Your
current deductions will continue until the end of your Benefit Period unless you
decide to change or terminate your contributions. At the end of your Benefit
Period, you will receive information relating to the distribution of your
Savings Plan account balance, if any. Your account, if any, in the Company's
supplemental savings plan will be paid to you in accordance with your previous
payment election(s).
You have a non-forfeitable right to your Company matching contributions under
the Company's savings plan and supplemental savings plan account, if applicable.
Loan payments from the Company's savings plan, if any, will continue to be
withheld during your Benefit Period. At the end of your Benefit Period you will
have 90 days in which to repay any loan or it will default and be treated as
taxable income, subject to regular taxes and an additional early withdrawal
penalty (unless an exception to such early withdrawal penalty applies).
Pension Plans
You have a non-forfeitable right to your accrued pension benefits. Please
consult your plan's Summary Plan Description if you have general questions
regarding your pension plan. If you have specific questions or would like more
detailed information regarding your pension benefits (including the estimated
amount of your pension entitlement, the optional forms of benefit available to
you, your vested status and when you can commence the receipt of such benefits),
please contact the Retirement Pension Planning Department at 877-258-3699,
option 5.
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In addition, because your eligibility to participate in the Company's retiree
medical programs is dependent, among other factors, on the pension plan in which
you participate, information regarding your rights to retiree medical coverage
can be provided by contacting the Retirement Pension Planning Department at
877-258-3699, option 5.
Unemployment Insurance
You may be eligible for unemployment benefits. You should contact your local
unemployment office.
Short-Term Incentive Compensation Plan
For the portion of the current calendar year ending on your Last Day of Active
Employment, you will not be considered for a short-term incentive bonus.
Under the AlliedSignal Inc. Incentive Compensation Plan for Executive Employees
("ICP Plan"), you are not entitled to receive a short-term incentive bonus for
the 2003 calendar year unless you are actively employed by the Company on the
date short-term incentive bonuses are paid. Nevertheless, the Company may, in
its sole discretion, consider you for a short-term incentive bonus based upon
your performance and contributions as an active employee during the preceding
calendar year, as well as the Company's performance for such year. The Company
reserves sole discretion regarding the amount and payment, if any, of any bonus
attributable to the 2003 calendar year. If the Company elects to award you a
bonus with respect to the 2003 calendar year, it will be paid in accordance with
the provisions of the ICP Plan, anticipated to be during the first quarter of
the current calendar year. Any such bonus shall not include any period for which
you have already received or will receive a short-term incentive compensation
award.
Stock Options
You currently have 460,000 vested stock options. Subject to the Additional
Consideration paragraph of the Agreement and Release, all of your other stock
options will be forfeited. You may exercise your stock options in accordance
with the following schedule:
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Grant Date Vested Options ▇▇▇▇▇ ▇▇▇▇▇ Expiration Date
-----------------------------------------------------------
12/03/1999 150,000 $63.00 01/08/2007
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07/16/2001 250,000 $36.27 01/08/2007
-----------------------------------------------------------
02/07/2003 60,000 $23.93 01/08/2007
-----------------------------------------------------------
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460,000
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Grant Date Unvested Options Vesting Date Expiration Date
--------------------------------------------------------------
02/07/2003 45,000 01/01/2005 01/08/2007
--------------------------------------------------------------
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You may access your stock option account via the internet at
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, via the Honeywell intranet, or by contacting the
Honeywell Stock Option Service Center at ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ at ▇-▇▇▇-▇▇▇-▇▇▇▇.
Restricted Units
Subject to the Additional Consideration paragraph of the Agreement and Release,
all unvested restricted units will be forfeited. In accordance with the
Additional Consideration paragraph of the Agreement and Release, certain
unvested restricted units shall vest as follows:
---------------------------------------------
Grant Date Unvested RU's Vesting Schedule
---------------------------------------------
01/01/2000 12,000 01/28/2005
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07/16/2001 12,500 07/16/2004
---------------------------------------------
02/07/2002 50,000 02/07/2004
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74,500
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Growth Units
Any Growth Units issued pursuant to the 2003 Stock Incentive Plan of Honeywell
International Inc. and its Affiliates that have not (i) vested, and (ii) been
paid out as of your Last Day of Active Employment, will be forfeited.
Deferred Incentive Compensation and Deferred Salary
Your eligibility to participate in the Deferred Incentive and Deferred Salary
programs will end on your Last Day of Active Employment. Any deferred incentive
compensation and deferred salary account balances, plus interest at the
"applicable interest rate" (determined pursuant to the applicable program and
subject to the Additional Consideration paragraph of the Agreement and Release),
will be paid in accordance with your applicable payment elections.
Deferred Compensation from Honeywell Inc.
Any Honeywell Inc. deferred compensation account balance you have will be paid
per your previous payment elections.
Executive Life Insurance
You will be eligible to continue to participate in this program until the end of
your Salary Continuation Period by making the required annual premium payments.
The Executive Life Insurance Plan provides pre- and post-retirement life
insurance for the beneficiaries or estates of former key executives of Honeywell
Inc. This plan is called a "split dollar" plan because both you and the Company
share premiums, cash value, and death benefits. By collateral assignment, you
assigned to the Company an interest in the policy equal to its portion of the
premiums paid. At "plan maturity," you will reimburse the Company for its
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portion of the premium paid, and the Company will release the collateral
assignment on the policy. Plan maturity occurs at age 60 or after approximately
15 years of participation, whichever is later.
For questions or information, call ▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇ Financial Services, at
▇-▇▇▇-▇▇▇-▇▇▇▇, or contact ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇-▇▇▇-▇▇▇-▇▇▇▇.
Executive Third Party Liability Insurance Coverage
Your participation in the Company-sponsored third-party liability insurance
coverage program will expire on your Last Day of Active Employment.
Flexible Perquisite Program
You will continue to be eligible for the Company's flexible perquisite program
through the end of the calendar quarter commencing after your Last Day of Active
Employment. Your last payment will be in April 2004.
Executive Auto Insurance
Your coverage under the Honeywell Executive Auto Insurance program will end as
of your Last Day of Active Employment.
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EXHIBIT B
HONEYWELL INTERNATIONAL INC.
Agreement Relating to Honeywell's Trade Secrets,
Proprietary and Confidential Information
In consideration of the receipt of my Severance Pay, I understand and agree
that:
1. Records of Inventions. I have kept complete and current written records of
all Inventions I Made during the period of time I was employed by Honeywell and
promptly disclosed all such Inventions in writing to Honeywell for the purpose
of adequately determining Honeywell's rights in each such Invention. I will
supplement any such disclosures to the extent Honeywell may request that I do
so. If I have any doubt as to whether or not to disclose an Invention to
Honeywell, I will disclose it.
2. Disclosure of Inventions after Termination. I will promptly and completely
disclose in writing to Honeywell's Law Department all Inventions that I Make
during the one year immediately following the end of my employment by Honeywell
which relate either to my work assignment at Honeywell or to Honeywell's Trade
Secrets, Proprietary and Confidential Information for the purpose of determining
Honeywell's rights in each such Invention. I will not file any patent
application relating to any such Invention without the prior written consent of
Honeywell's Law Department. If I do not prove that I Made the Invention entirely
after leaving Honeywell's employment, the Invention is presumed to have been
Made during the period of time I was employed by Honeywell. I acknowledge that
the conditions of this paragraph are no greater than is necessary for protecting
Honeywell's interests in Honeywell's Trade Secrets, Proprietary and Confidential
Information and in Inventions to which it is rightfully entitled.
3. Ownership of Inventions. Each and every Invention I Made during the period of
time I was employed by Honeywell (a) which relates directly to the business of
Honeywell or to Honeywell's actual or demonstrably anticipated research or
development, or (b) which resulted from any work I performed for Honeywell is
the sole and exclusive property of Honeywell and I agree to assign and hereby
assign my entire right, title and interest in each such Invention to Honeywell.
Each Invention I Made during the period of time I was employed by Honeywell for
which no equipment, supplies, facility or trade secret information of Honeywell
was used and which was developed entirely on my own time is my property, unless
(a) the Invention relates directly to the business of Honeywell or to
Honeywell's actual or demonstrably anticipated research or development, or (b)
the Invention results from any work performed by me for Honeywell. If I assert
any property right in an Invention I Made during the period of time I was
employed by Honeywell, I will promptly notify Honeywell's Law Department in
writing.
4. Cooperation with Honeywell. I will assist and fully cooperate with Honeywell
in obtaining, maintaining, and asserting the fullest measure of legal
protection, which Honeywell elects to obtain, maintain or assert for Inventions
in which it has a property right. I will also assist and fully cooperate with
Honeywell in defending Honeywell against claims of violation of
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the intellectual property rights of others. I will be paid my reasonable
expenses in assisting, and cooperating with, Honeywell. I will execute any
lawful document Honeywell requests me to execute relating to obtaining,
maintaining or asserting legal protection for any said Invention or in defending
against claims of the violation of the intellectual property rights of others
(including, but not limited to, executing applications, assignments, oaths,
declarations, and affidavits) and I will make myself available for interviews,
depositions and testimony. In the event that Honeywell is unable, after
reasonable effort, to secure my signature on any document or documents needed to
apply for or prosecute any patent, copyright, or other right or protection
relating to an Invention, for any other reason whatsoever, I hereby irrevocably
designate and appoint Honeywell and its duly authorized officers and agents as
my agent and attorney-in-fact, to act for and on my behalf to execute and file
any such application or applications, and to do all other lawfully permitted
acts to further the prosecution and issuance of patents, copyrights, or similar
protections thereon with the same legal force and effect as if executed by me.
5. Preemployment Inventions. On Schedule A, which is an integral part of this
Exhibit A, I have completely identified (without disclosing any trade secret,
proprietary or other confidential information) every Invention I Made before my
employment by Honeywell in which I have any ownership interest and which is not
now the subject master of an issued patent or a printed publication. If I become
aware of any projected or actual use of any such Invention by Honeywell, I will
promptly notify Honeywell in writing of said use. Except as to the Inventions
listed on Schedule A or those which are now the subject matter of an issued
patent or a printed publication, I will not assert any rights against Honeywell
with respect to any Invention Made before my employment by Honeywell.
6. Honeywell's Trade Secrets, Proprietary and Confidential Information. I will
never, directly or indirectly, use Honeywell's Trade Secrets, Proprietary and
Confidential Information (as hereinafter defined) except in furthering
Honeywell's business nor will I disclose or disseminate Honeywell's Trade
Secrets, Proprietary and Confidential Information to anyone who is not an
officer, director, employee, attorney or authorized agent of Honeywell without
the prior written consent of Honeywell's Law Department unless the specific item
of Honeywell's Trade Secrets, Proprietary and Confidential Information: (a) is
now in, or hereafter becomes (through no breach of these covenants) general
public knowledge, or (b) prior to my disclosure, dissemination or use, was
lawfully acquired by me without any obligation to retain the information in
confidence. In this connection, I will not publish any of Honeywell's Trade
Secrets, Proprietary and Confidential Information for dissemination outside
Honeywell or file any patent application relating to any Invention I Make during
the period of time I was employed by Honeywell without the prior written
approval of Honeywell's Law Department. I will execute any agreement relating to
the protection of Honeywell's Trade Secrets, Proprietary and Confidential
Information or such information of any third party whose intellectual property
Honeywell is under a legal obligation to protect if Honeywell requests that I do
so. I will not engage without the prior written consent of Honeywell's Law
Department, either during the period of time I was employed by Honeywell or for
a period of two years after that employment, in any activity or employment in
the faithful performance of which it could be reasonably anticipated that I
would use or disclose Honeywell's Trade Secrets, Proprietary and Confidential
Information. All documents and tangible things embodying or containing
Honeywell's Trade Secrets, Proprietary and Confidential Information are
Honeywell's exclusive property. I had
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access to them solely for the performance of my duties during my employment with
Honeywell. I will protect the confidentiality of their content and comply with
all security policies and procedures that may, from time to time, have been
established by Honeywell. I have returned all of them, along with all copies,
facsimiles and specimens of them and any other tangible forms of Honeywell's
Trade Secrets, Proprietary and Confidential Information in my possession,
custody or control to Honeywell before leaving the employment of Honeywell.
I understand that I have the right to use or practice any skill or expertise
generally associated with my employment but not special or unique to Honeywell,
but that I do not have the right to use, practice or disclose Honeywell's Trade
Secrets, Proprietary and Confidential Information for my own benefit or for the
benefit of any third party.
7. Trade Secrets, Proprietary or Confidential Information from Previous
Employment. I certify that I have not disclosed or used, during my employment by
Honeywell, any trade secrets, proprietary or confidential information that I
acquired as a result of any previous employment or under a contractual
obligation of confidentiality before my employment by Honeywell. I understand
that Honeywell has no interest in, and will not accept disclosure by me of, any
confidential information that belongs to a third party.
8. Non-Solicitation of Honeywell Employees. I acknowledge that Honeywell has
invested significant time and money to recruit and retain its employees.
Therefore, recognizing that in the course of my employment I have obtained
valuable information about Honeywell employees, their respective talents and
areas of expertise, I agree that for a period of one (1) year following my
termination of employment from Honeywell for any reason, I will not, directly or
indirectly, (i) cause any individual previously employed by Honeywell to be
employed by any person or entity other than Honeywell unless such individual has
not been employed by Honeywell for at least 12 months, (ii) participate in any
manner in the employment of any such individual by any person or entity other
than Honeywell unless such individual has not been employed by Honeywell for at
least 12 months, or (iii) in any way induce or attempt to induce such individual
to leave the employment of Honeywell.
9. Non-Solicitation of Honeywell Customers. I acknowledge that Honeywell has
invested significant time and money to develop valuable, continuing
relationships with existing and prospective clients and customers. Therefore,
recognizing that in the course of my employment I have obtained valuable
information about Honeywell customers and their requirements, I agree that, for
a period of two years following my termination of employment from Honeywell for
any reason, I will not solicit or attempt to solicit, directly or indirectly,
for my own account or for others, any existing clients or customers of Honeywell
with whom I had contact or of whom I became aware while employed by Honeywell
during the two year period prior to my termination, or any prospective clients
or customers of Honeywell with whom I had contact and with whom Honeywell took
significant steps to do business during the two year period prior to my
termination, for the purpose of inducing such clients or customers to cease
doing business with Honeywell or to purchase, lease or utilize products or
services which are competitive with, are similar to, or which may be used as
substitutes for any products or services offered by Honeywell.
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10. Notice to Future Employers. For the period of two years immediately
following the end of my employment by Honeywell, I will inform each new
employer, prior to accepting employment, of the existence of this Exhibit A and
provide that employer with a copy of it. Honeywell has the right to inform any
future employer of the existence of this Exhibit A and to provide any future
employers with a copy of it.
11. Copyright. As to all works prepared by me which were: (i) within the scope
of my employment; or (ii) based upon information I acquired from Honeywell which
is not normally made available to the public; or (iii) commissioned by
Honeywell, but not within my scope of employment, I hereby agree to:
(a) submit to Honeywell's Law Department for approval prior to publication
or oral dissemination;
(b) assign all right, title and interest in and to the copyright in all
such works to Honeywell; and
(c) waive any claim of moral rights, author's rights, droit moral, or any
equivalent rights to the extent necessary or permitted by law.
I hereby release and allow Honeywell to use, for any lawful purpose, any voice
reproduction, photograph, or other video likeness of me made in the course of my
employment.
12. Identity of Future Employer. Upon termination of employment, whether
termination be voluntary or involuntary, if reasonably requested by Honeywell, I
shall advise Honeywell of the name and address of my intended future employer.
13. Successors; Binding Agreement. This Exhibit A binds my heirs, executors,
administrators, legal representatives and assigns and inures to the benefit of
Honeywell and its successors and assigns. Only a written amendment executed by
both Honeywell and myself can modify this Exhibit A.
14. Survival of Covenants. These obligations will continue after, and survive,
the end of my employment by Honeywell.
15. Remedies. I acknowledge that a remedy at law for any breach or threatened
breach of the provisions of this Exhibit A would be inadequate and therefore
agree that Honeywell shall be entitled to injunctive relief in addition to any
other available rights and remedies in case of any such breach or threatened
breach. In the event a court determines that I have breached or threatened to
breach the covenants in this Exhibit A, I agree to reimburse Honeywell for all
attorneys' fees and costs incurred in enforcing the terms hereof. Nothing
contained herein shall be construed as prohibiting Honeywell from pursuing any
other remedies available for any such breach or threatened breach against me or
my then-current employer which may include, but shall not be limited to,
contract damages, lost profits and punitive damages.
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16. Validity. It is the desire and intent of the parties hereto that the
provisions of this Exhibit A shall be enforced to the fullest extent
permissible. Accordingly, if any particular provision of this Exhibit A shall be
adjudicated to be invalid or unenforceable, the court may modify or sever such
provision, with such modification or deletion to apply only with respect to the
operation of such provision in the particular jurisdiction in which such
adjudication is made. In addition, if any one or more of the provisions
contained in this Exhibit A shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, it shall be construed
by limiting and reducing it, so as to be enforceable to the extent compatible
with the applicable law as it shall then appear. The remaining provisions of
this Exhibit A shall remain in full force and effect.
17. Governing Law. The terms of this Exhibit A shall be governed by and
construed in accordance with the laws of the State of New Jersey without regard
to principles of conflicts of law.
18. Descriptive Headings. The headings and captions in this Exhibit A are
inserted for convenience only and shall not in any way affect the meaning or
construction of its terms.
19. Definitions
(a) "Honeywell" collectively identifies Honeywell International Inc. (a
Delaware corporation having a place of business at Columbia Road and
Park Avenue, ▇▇▇▇▇▇ Township, ▇▇▇▇▇▇ County, New Jersey), its
predecessors, successors and its past, present and future operating
companies, divisions, subsidiaries, affiliates and business units,
including businesses acquired by the purchase of assets or stock,
merger or otherwise.
(b) "Trade Secrets, Proprietary and Confidential Information" means
information which is not generally known in the industries in which
Honeywell is engaged, which may be disclosed to me or which I may
learn, observe, discover or otherwise acquire during, or as a result
of, my employment by Honeywell, and which includes, without
limitation, any information, whether patentable, patented or not,
relating to any existing or contemplated products, inventions,
services, technology, concepts, designs, patterns, processes,
compounds, formulae, programs, devices, tools, compilations of
information, methods, techniques, and including information relating
to any research, development, manufacture, purchasing, engineering,
know-how, business plans, sales or market methods, methods of doing
business, customer lists, customer usages or requirements, or supplier
information, which is owned or licensed by Honeywell or held by
Honeywell in confidence.
(c) "Invention" includes not only inventions (whether or not patentable),
but also innovations, improvements, discoveries, ideas and all other
forms of intellectual property (including, but not limited to,
copyright works and mask works), whether or not any of the foregoing
constitutes trade secret or other confidential information.
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d) "Make" or "Made", when used in relation to Inventions, includes any
one or any combination of (i) conception, (ii) reduction to practice
or (iii) development of an Invention, and is applicable without regard
to whether the individual is a sole or joint inventor.
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SCHEDULE A
INVENTIONS I MADE BEFORE THE TERM OF MY EMPLOYMENT BY HONEYWELL IN WHICH I HAVE
AN OWNERSHIP INTEREST WHICH ARE NOT THE SUBJECT MATTER OF ISSUED PATENTS OR
PRINTED PUBLICATIONS:
(If there are none, please enter the word "NONE")
NOTE: Please describe each such Invention without disclosing confidential
information.
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[Attach additional sheets if more space is needed.]
