AGREEMENT



         AGREEMENT, dated as of July 3, 2001 between Honeywell International

Inc., a Delaware corporation (the "Corporation"), and Lawrence A. Bossidy (the

"Executive").



         WHEREAS, the Corporation has requested and Executive has agreed to

return to employment with the Corporation;



         WHEREAS, Executive and the Corporation wish to substantially replicate

the terms and conditions of Executive's prior employment, except as described

below.



         NOW, THEREFORE, in consideration of the execution and delivery of these

presents, the mutual promises contained herein and other good and valuable

consideration, the parties hereto hereby agree as follows:



Section 1. Term and Capacity of Employment



         (a) The Corporation and Executive agree that Executive shall be

employed by the Corporation from July 3, 2001 through June 30, 2002 under the

terms set forth in this Agreement. Executive, for so long as he is elected a

member of and Chairman of the Board of Directors of the Corporation, shall

perform the duties of that office. Executive shall also continue as the Chief

Executive Officer of the Corporation and shall serve in that capacity through

the term of this Agreement at the pleasure of the Board of Directors of the

Corporation.



         (b) During the term of his employment under this Agreement, Executive

shall have the powers, responsibilities and authorities of Chief Executive

Officer and Chairman of the Board of Directors of the Corporation as established

by custom and practice on the date first set forth herein.



         (c) During the term of his employment under this Agreement, Executive

shall during reasonable business hours perform his duties hereunder (reasonable

sick leave and vacations excepted) and shall not during such term, without the

consent of the Board of Directors, engage, directly or indirectly, in any other

business for compensation or profit except that he may, with the approval of the

Board of Directors of the Corporation, serve as a director of any other

corporation which, on the advice of counsel for the Corporation, is not

considered to be in competition with the Corporation for purposes of the

antitrust laws, and he may receive compensation therefor.



Section 2. Compensation



         (a) As compensation for Executive's services under this Agreement, the

Corporation shall, commencing as of July 3, 2001, pay Executive a salary at the

rate of $2,000,000 per year, payable in bi-weekly installments.



         (b) As further compensation, Executive shall be eligible for awards

under the Honeywell International Inc. Incentive Compensation Plan for Executive

Employees (the "Incentive Plan") (and any plan which is a successor to that

plan) with a target bonus opportunity of at least 100 percent of salary.



         (c) As further compensation, Executive shall be eligible to receive

stock options under the 1993 Stock Plan for Employees of Honeywell International

Inc. and its Affiliates (the "Stock Plan") at such time as stock options are

granted to Senior Executives of the Corporation in such amounts as determined by

the Board of Directors of the Corporation.











{PAGE}









Section 3. Life Insurance and Long-Term Disability Benefits



         The Corporation shall provide basic life insurance coverage for the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC