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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
DATE OF REPORT - DECEMBER 1, 1999
(Date of earliest event reported)
HONEYWELL INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 1-8974 22-2640650
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
101 COLUMBIA ROAD, P.O. BOX 4000, MORRISTOWN, NEW JERSEY 07962-2497
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 455-2000
ALLIEDSIGNAL INC.
(Former name or former address, if changed since last report)
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ITEM 1. Not applicable.
ITEM 2. Acquisition or Disposition of Assets.
On December 1, 1999 after the close of trading on the New
York Stock Exchange, AlliedSignal Inc. and Honeywell Inc.
consummated a merger pursuant to an Agreement and Plan of
Merger dated as of June 4, 1999. Under the merger agreement, a
wholly owned subsidiary of AlliedSignal merged with and into
Honeywell. As a result of the merger, Honeywell has become a
wholly owned subsidiary of AlliedSignal. AlliedSignal changed
its name to Honeywell International Inc. at the effective time
of the merger pursuant to the merger agreement. On December 2, 1999,
its ticker symbol on the New York Stock Exchange changed from
ALD to HON, which until December 1, 1999 had been Honeywell's
ticker symbol.
Under the merger agreement, each issued and outstanding
share of Honeywell common stock was converted into the right to
receive 1.875 shares of Honeywell International common stock,
with fractional shares paid in cash. Honeywell International
expects to issue approximately 240 million shares of its common
stock in exchange for shares of Honeywell common stock
outstanding at the effective time of the merger. In addition,
each option to purchase Honeywell common stock outstanding
under Honeywell's stock option plans was converted into an
option to purchase Honeywell International shares equal to
1.875 multiplied by the number of shares subject to the option,
with the exercise price for such option adjusted by dividing
the exercise price per share by 1.875.
Prior to the merger, Honeywell's assets were used in its
three business segments:
Home and Building Control. The Home and Building Control
business provides products, services and solutions to create
efficient, safe, comfortable indoor environments, offering
controls for heating, ventilating, humidification and air-
conditioning equipment; security and fire alarm systems; home
automation systems; energy-efficient lighting controls; and
building management systems and services.
Industrial Control. The Industrial Control business provides
one-stop, integrated automation solutions, including systems,
products and services for process industries such as
hydrocarbon processing, chemicals, and pulp and paper, and
manufactures switches and sensors for use in vehicles, consumer
products, data communication and industrial process
applications and systems, as well as smart position-sensing
devices and systems used in factories and package distribution
systems.
Space and Aviation Control. The Space and Aviation Control
business is a supplier of avionics systems and products for the
commercial, military and space markets with customers ranging
from aircraft manufacturers and business aircraft operators to
prime space contractors and the U.S. government.
Honeywell International expects to continue such uses for
Honeywell's assets.
Honeywell International's new 15-member Board of Directors
following the merger comprises nine members from the
AlliedSignal Board of Directors and six members from the
Honeywell Board of Directors. They are:
Lawrence A. Bossidy, Chairman of the Board, Honeywell International Inc.
Michael R. Bonsignore, Chief Executive Officer, Honeywell
International Inc.
Hans W. Becherer, Chairman and CEO, Deere and Company
Gordon M. Bethune, Chairman and CEO, Continental Airlines, Inc.
Marshall N. Carter, Chairman and CEO, State Street Corporation
Ann M. Fudge, Executive Vice President, Kraft Foods, Inc.
James J. Howard, Chairman, President and CEO, Northern States
Power Company
Bruce Karatz, Chairman, President and CEO, Kaufman and Broad Home
Corporation
Robert P. Luciano, retired Chairman and CEO, Schering-Plough
Corporation
Russell E. Palmer, Chairman and CEO, Palmer Group
Jaime Chico Pardo, CEO, Telefonos de Mexico, S.A. de C.V (TELMEX)
Ivan G. Seidenberg, Chairman and CEO, Bell Atlantic Corporation
Andrew C. Sigler, retired Chairman and CEO, Champion
International Corporation
John R. Stafford, Chairman, President and CEO, American Home
Products Corporation
Michael W. Wright, Chairman, President and CEO, SUPERVALU INC.
The executive officers of Honeywell International
following the merger are:
Lawrence A. Bossidy, Chairman of the Board
Michael R. Bonsignore, Chief Executive Officer
Robert D. Johnson, Chief Operating Officer responsible for
Honeywell International's aerospace businesses
Giannantonio Ferrari, Chief Operating Officer responsible for
all other Honeywell International businesses
Peter M. Kreindler, Senior Vice President and General Counsel
James T. Porter, Senior Vice President, Information Systems and
Business Services
Donald J. Redlinger, Senior Vice President, Human Resources and
Communications
Richard F. Wallman, Senior Vice President and Chief Financial
Officer.
On December 1, 1999, Honeywell International filed a
restated certificate of incorporation and new bylaws became
effective. These documents are exhibits hereto.
In connection with the merger, Honeywell International
entered into an employment agreement with Mr. Bonsignore in
substantially the form previously agreed to by AlliedSignal and
Honeywell. Mr. Bossidy is expected to retire as Chairman of the
Board of Honeywell International on or before April 1, 2000.
Mr. Bonsignore has been elected to become Chairman of the Board
upon Mr. Bossidy's retirement. Mr. Bonsignore's employment
agreement is an exhibit hereto.
ITEMS 3-4. Not applicable.
ITEM 5. Other Events.
All information concerning Honeywell which has been filed
with the SEC (File No. 1-971) as part of Honeywell's Annual
Report on Form 10-K for the year ended December 31, 1998, and
all other reports filed by Honeywell pursuant to the Securities
Exchange Act of 1934 since December 31, 1998, are incorporated
herein by reference.
ITEM 6. Not applicable.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acquired.
The statement of financial position of Honeywell as of
December 31, 1998 and 1997 and the statements of income, cash
flow and shareowners' equity of Honeywell for the years ended
December 31, 1998, 1997 and 1996 have been filed with the SEC
as part of Honeywell's Annual Report on Form 10-K for the year
ended December 31, 1998, and are incorporated herein by
reference.
The unaudited statement of financial position of Honeywell
as of October 3, 1999 and the statements of income and cash
flow of Honeywell for the nine-month and three-month periods
ended October 3, 1999 and October 4, 1998 have been filed with
the SEC as part of Honeywell's Quarterly Report on Form 10-Q
for the quarter ended October 3, 1999, and are incorporated
herein by reference.
The unaudited statement of financial position of Honeywell
as of July 4, 1999 and the statements of income and cash flow
of Honeywell for the six-month and three-month periods ended
July 4, 1999 and July 5, 1998 have been filed with the SEC as
part of Honeywell's Quarterly Report on Form 10-Q for the
quarter ended July 4, 1999, and are incorporated herein by
reference.
The unaudited statement of financial position of Honeywell
as of April 4, 1999 and the statements of income and cash flow
of Honeywell for the three-month periods ended April 4, 1999
and April 5, 1998 have been filed with the SEC as part of
Honeywell's Quarterly Report on Form 10-Q for the quarter ended
April 4, 1999, and are incorporated herein by reference.
(b) Pro Forma Financial Information.
Pro forma combined condensed statements of income of
Honeywell International Inc. and Honeywell Inc. for the nine-
month periods ended September 30, 1999 and 1998, and the years
ended December 31, 1998, 1997 and 1996 and the pro forma
combined condensed balance sheet of Honeywell International
Inc. and Honeywell Inc. as of September 30, 1999 are to be
filed by amendment to this Current Report Form 8-K as soon as
practicable, but not later than 75 days after the effective
date of the merger.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of June 4, 1999
among Honeywell Inc., AlliedSignal Inc. and Blossom Acquisition
Corp. (incorporated by reference to Exhibit 2.1 to
AlliedSignal's Current Report on Form 8-K filed June 8, 1999).
3(i) Restated Certificate of Incorporation of Honeywell
International Inc. dated as of December 1, 1999.
3(ii) By-laws of Honeywell International Inc. dated as
of December 1, 1999.
10.14 Employment Agreement dated as of December 1, 1999
between Honeywell International Inc. and Michael R. Bonsignore.
23.1 Consent of Deloitte & Touche LLP.
99.1 Press Release dated December 1, 1999.
99.2 Press Release dated December 2, 1999.
ITEMS 8-9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Honeywell International Inc.
By: /s/ Peter M. Kreindler
___________________________
Peter M. Kreindler
Senior Vice President
and General Counsel
Date: December 2, 1999
Exhibit Index
2.1 Agreement and Plan of Merger dated as of June 4, 1999
among Honeywell Inc., AlliedSignal Inc. and Blossom Acquisition
Corp. (incorporated by reference to Exhibit 2.1 to
AlliedSignal's Current Report on Form 8-K filed June 8, 1999).
3(i) Restated Certificate of Incorporation of Honeywell
International Inc. dated as of December 1, 1999.
3(ii) By-laws of Honeywell International Inc. dated as
of December 1, 1999.
10.14 Employment Agreement dated as of December 1, 1999
between Honeywell International Inc. and Michael R. Bonsignore.
23.1 Consent of Deloitte & Touche LLP.
99.1 Press Release dated December 1, 1999.
99.2 Press Release dated December 2, 1999.
Restated Certificate of Incorporation
of
Honeywell International Inc.
Honeywell International Inc., which was originally
incorporated in the State of Delaware on May 13, 1985 under the
name of East/West Newco Corporation, hereby certifies that this
Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware, this Restated
Certificate of Incorporation only restates and integrates and
does not further amend the provisions of the corporation's
certificate of incorporation as theretofore amended, and there is
no discrepancy between those provisions and the provisions of
this Restated Certificate of Incorporation. The text of the
certificate of incorporation as heretofore amended is hereby
restated to read in its entirety as follows:
FIRST: The name of the corporation is Honeywell
International Inc.
SECOND: The address of the registered office of the
corporation in the State of Delaware is 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its
registered agent at that address is The Corporation Trust
Company.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which a corporation may be organized
under the General Corporation Law of the State of Delaware as set
forth in Title 8 of the Delaware Code.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is 2,040,000,000 shares
of which 2,000,000,000 shares shall be Common Stock, par value
$1.00 per share ("Common Shares"), and 40,000,000 shares shall be
Preferred Stock, without par value ("Preferred Stock").
FIFTH: From time to time the corporation may issue and may
sell its authorized shares for such consideration per share (with
respect to shares having a par value, not less than the par value
thereof), either in money or money's worth of property or
services, or for such other considerations, whether greater or
less, now or from time to time hereafter permitted by law, as may
be fixed by the Board of Directors; and all shares so issued
shall be fully paid and nonassessable.
No holder of any shares of any class shall as such holder
have any preemptive right to subscribe for or purchase any other
shares or securities of any class, whether now or hereafter
authorized, which at any time may be offered for sale or sold by
the corporation.
Each holder of record of the Common Shares of the
corporation shall be entitled to one vote for every Common Share
standing in his name on the books of the corporation.
The corporation may issue Preferred Stock from time to time
in one or more series as the Board of Directors may establish by
the adoption of a resolution or resolutions relating thereto,
each series to have such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions providing
for the issue of such series adopted by the Board of Directors
pursuant to authority to do so, which authority is hereby granted
to the Board of Directors.
SIXTH: The duration of the corporation is to be perpetual.
SEVENTH: Except as otherwise provided pursuant to the
provisions of this Certificate of Incorporation relating to the
rights of certain holders of Preferred Stock to elect additional
Directors under specified circumstances, the number of Directors
of the corporation shall be determined from time to time in the
manner described in the By-laws. The Directors, other than those
who may be elected by the holders of Preferred Stock pursuant to
this Certificate of Incorporation, shall be classified with
respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as shall be
provided in the manner specified in the By-laws, one class to be
originally elected for a term expiring at the annual meeting of
stockholders to be held in 1986, another class to be originally
elected for a term expiring at the annual meeting of stockholders
to be held in 1987, and another class to be originally elected
for a term expiring at the annual meeting of stockholders to be
held in 1988, with the members of each class to hold office until
their successors have been elected and qualified. At each annual
meeting of stockholders, the successors of the class of Directors
whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election. No
Director need be a stockholder.
Except as otherwise provided pursuant to this Certificate of
Incorporation relating to the rights of certain holders of
Preferred Stock to elect Directors under specified circumstances,
newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or
other cause shall be filled by the affirmative vote of a majority
of the remaining Directors then in office, even if less than a
quorum of the Board of Directors, or by a sole remaining
director. Any Director elected in accordance with the preceding
sentence shall hold office until the annual meeting of
stockholders at which the term of office of the class to which
such Director has been elected expires, and until such Director's
successor shall have been elected and qualified. No decrease in
the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.
Subject to the rights of certain holders of Preferred Stock
to elect Directors under circumstances specified in this
Certificate of Incorporation, any Director may be removed from
office only for cause by the affirmative vote of the holders of
at least 80% of the voting power of the then outstanding shares
of capital stock of the corporation entitled to vote generally in
the election of Directors (the "Voting Stock"), voting together
as a single class.
Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the Voting Stock, voting together as a
single class, shall be required to amend or repeal, or adopt any
provision inconsistent with, this Article SEVENTH.
EIGHTH: The By-laws of the corporation may contain
provisions, not inconsistent with law or this Certificate of
Incorporation, relating to the management of the business of the
corporation, the regulation of its affairs, the transfer of its
stock, the qualifications, compensation and powers and duties of
its Directors and the time and place and the manner of calling
the meetings of its stockholders and Directors.
The Board of Directors may from time to time fix, determine
and vary the amount of the working capital of the corporation,
may determine what part, if any, (i) of its surplus or (ii) in
case there shall be no such surplus, of its net profits for the
fiscal year in which the dividend is declared and/or the
preceding fiscal year shall be declared as dividends and paid to
the stockholders, may determine the time or times for the
declaration and payment of dividends, the amount thereof and
whether they are to be in cash, property or shares of the capital
stock of the corporation and may direct and determine the use and
disposition of any surplus over and above the capital of the
corporation.
The Board of Directors may from time to time make, amend,
supplement or repeal the By-laws; provided, however, that the
stockholders may change or repeal any By-law adopted by the Board
of Directors and provided further that no amendment or supplement
to the By-laws adopted by the Board of Directors shall vary or
conflict with any amendment or supplement adopted by the
stockholders. Notwithstanding the foregoing and anything
contained in this Certificate of Incorporation to the contrary,
Section 3 (Special Meetings) of Article II (Meetings of
Shareholders) of the By-laws, Sections 2 (Number, Election and
Terms) or 10 (Removal of Directors) of Article III (Directors) of
the By-laws, or the final sentence of Article XI (Amendments) of
the By-laws shall not be amended or repealed, and no provision
inconsistent with any thereof shall be adopted, without the
affirmative vote of the holders of at least 80% of the Voting
Stock (as defined in Article SEVENTH), voting together as a
single class. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the Voting Stock, voting
together as a single class, shall be required to amend or repeal,
or adopt any provision inconsistent with, any provision of this
paragraph.
The Board of Directors shall, except as otherwise provided
by law, this Certificate of Incorporation or the By-laws,
exercise the powers of the corporation.
Pursuant to the By-laws, an Executive Committee and/or one
or more other committees may be appointed from among the
Directors or otherwise, to which may be delegated any of or all
the powers and duties of the Board of Directors, to the full
extent permitted by law.
Except as otherwise required by law and subject to the
rights of the holders of Preferred Stock pursuant to the
provisions of this Certificate of Incorporation, special meetings
of stockholders may be called only by the Chief Executive Officer
or by the Board of Directors pursuant to a resolution approved by
a majority of the then authorized number of Directors of the
corporation (as determined in accordance with the By-laws).
Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the Voting Stock, voting together as a
single class, shall be required to amend or repeal, or adopt any
provision inconsistent with, any provision of this paragraph.
No contract or other transaction of the corporation shall be
void, voidable, fraudulent or otherwise invalidated, impaired or
affected, in any respect, by reason of the fact that any one or
more of the officers, Directors or stockholders of the
corporation shall individually be party or parties thereto or
otherwise interested therein, or shall be officers, directors or
stockholders of any other corporation or corporations which shall
be party or parties thereto or otherwise interested therein;
provided that such contract or other transactions be duly
authorized or ratified by the Board of Directors or Executive
Committee, with the assenting vote of a majority of the
disinterested Directors or Executive Committeemen then present,
or, if only one such is present, with his assenting vote.
NINTH: No stockholder action may be taken except at an
annual or special meeting of stockholders of the corporation and
stockholders may not take any action by written consent in lieu
of a meeting.
Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the Voting Stock (as defined in
Article SEVENTH), voting together as a single class, shall be
required to amend or repeal, or adopt any provision inconsistent
with, this Article NINTH.
TENTH: Unless required by law or demanded by a stockholder
of the corporation entitled to vote at a meeting of stockholders
or determined by the chairman of such meeting to be advisable,
the vote on any question need not be by ballot. On a vote by
ballot, each ballot shall be signed by the stockholder voting, or
his proxy if there be such proxy, and shall state the number of
shares voted by such stockholder or proxy.
ELEVENTH: (1) Elimination of Certain Liability of
Directors. A Director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except for
liability (i) for any breach of the Director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which
the Director derived an improper personal benefit. If the
Delaware General Corporation Law is amended after approval by the
stockholders of this Article ELEVENTH to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a Director of the corporation
shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended. Any repeal
or modification of this Section by the stockholders of the
corporation shall not adversely affect any right or protection of
a Director of the corporation existing at the time of such repeal
or modification.
(2) Indemnification and Insurance.
(A) Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
Director, officer or employee of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans (hereinafter, an "indemnitee"),
whether the basis of such proceeding is alleged action in an
official capacity as a Director, officer, employee or agent or in
any other capacity while serving as a Director, officer, employee
or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide
broader indemnification rights than said Law permitted the
corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased
to be a Director, officer, employee or agent and shall inure to
the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in
paragraph (B) hereof with respect to proceedings to enforce
rights to indemnification, the corporation shall indemnify any
such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the
corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to
be paid by the corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter,
an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a
Director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) in advance of
the final disposition of a proceeding, shall be made only upon
delivery to the corporation of an undertaking (hereinafter, an
"undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter, a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section
or otherwise, and, provided further, that an advancement of
expenses incurred by an employee other than a Director or officer
in advance of the final disposition of a proceeding shall be
made, unless otherwise determined by the Board of Directors, only
upon delivery to the corporation of an undertaking by or on
behalf of such employee to the same effect as any undertaking
required to be delivered by a Director or officer.
(B) Right of Indemnitee to Bring Suit. If a claim under
paragraph (A) of this Section is not paid in full by the
corporation within sixty days after a written claim has been
received by the corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter
bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such
suit, or in a suit brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking,
the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder
(but not in a suit brought by the indemnitee to enforce a right
to an advancement of expenses) it shall be a defense that, and
(ii) any suit by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the corporation
shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met the applicable
standard of conduct set forth in the Delaware General Corporation
Law. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such suit
that indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including
its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the indemnitee, be a defense
to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses
hereunder, or by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Section or otherwise
shall be on the corporation.
(C) Non-Exclusivity of Rights. The rights to
indemnification and to the advancement of expenses conferred in
this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision
of this Certificate of Incorporation, By-law, agreement, vote of
stockholders or disinterested Directors or otherwise.
(D) Insurance. The corporation may maintain insurance, at
its expense, to protect itself and any Director, officer,
employee or agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation
Law.
(E) Indemnification of Agents of the Corporation. The
corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to
the advancement of expenses to any agent of the corporation to
the fullest extent of the provisions of this Section with respect
to the indemnification and advancement of expenses of Directors,
officers and employees of the corporation.
TWELFTH: The corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF, Honeywell International Inc. has caused
this Restated Certificate of Incorporation to be executed in its
corporate name on this 1st day of December, 1999.
Honeywell International Inc.
By: /s/ Peter M. Kreindler
_________________________
Peter M. Kreindler
Senior Vice President
and General Counsel
[Corporate Seal]
ATTEST:
/s/ J. Edward Smith
______________________
J. Edward Smith
Assistant General Counsel
and Assistant Secretary
Exhibit 3(ii)
By-laws
of
Honeywell International Inc.
Amended as of
December 1, 1999
TABLE OF CONTENTS
ARTICLE I--OFFICES...................................................... 1
SECTION 1. Registered Office.......................................... 1
SECTION 2. Other Offices.............................................. 1
ARTICLE II--MEETINGS OF STOCKHOLDERS.................................... 1
SECTION 1. Place of Meetings.......................................... 1
SECTION 2. Annual Meetings............................................ 1
SECTION 3. Special Meetings........................................... 1
SECTION 4. Notice of Meetings......................................... 1
SECTION 5. Quorum..................................................... 2
SECTION 6. Order of Business.......................................... 2
SECTION 7. Voting..................................................... 2
SECTION 8. Inspectors................................................. 2
ARTICLE III--DIRECTORS.................................................. 3
SECTION 1. Powers..................................................... 3
SECTION 2. Number, Election and Terms................................. 3
SECTION 3. Nomination of Directors; Election.......................... 3
SECTION 4. Place of Meetings.......................................... 4
SECTION 5. Regular Meetings........................................... 4
SECTION 6. Special Meetings........................................... 4
SECTION 7. Notice of Meetings......................................... 4
i
SECTION 8. Quorum and Manner of Acting................................ 5
SECTION 9. Resignation................................................ 5
SECTION 10. Removal of Directors...................................... 5
SECTION 11. Compensation of Directors................................. 5
ARTICLE IV--COMMITTEES OF THE BOARD..................................... 5
SECTION 1. Appointment and Powers of Audit Committee.................. 5
SECTION 2. Other Committees........................................... 6
SECTION 3. Action by Consent; Participation by Telephone or
Similar Equipment........................................ 6
SECTION 4. Changes in Committees; Resignations; Removals.............. 6
ARTICLE V--OFFICERS..................................................... 7
SECTION 1. Number and Qualifications.................................. 7
SECTION 2. Resignations............................................... 7
SECTION 3. Removal.................................................... 7
SECTION 4. Vacancies.................................................. 7
SECTION 5. Chairman of the Board...................................... 7
SECTION 6. Vice Chairman of the Board................................. 8
SECTION 7. Chief Executive Officer.................................... 8
SECTION 8. President.................................................. 8
SECTION 9. Vice Presidents............................................ 8
SECTION 10. General Counsel........................................... 8
SECTION 11. Treasurer................................................. 8
SECTION 12. Secretary................................................. 8
SECTION 13. Controller................................................ 9
SECTION 14. Bonds of Officers......................................... 9
ii
SECTION 15. Compensation.............................................. 9
SECTION 16. Officers of Operating Companies or Divisions.............. 9
SECTION 17. Provisions Relating to Michael R. Bonsignore.............. 9
ARTICLE VI--CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.................... 10
SECTION 1. Contracts................................................. 10
SECTION 2. Checks, etc............................................... 10
SECTION 3. Loans..................................................... 10
SECTION 4. Deposits.................................................. 10
ARTICLE VII--CAPITAL STOCK............................................. 10
SECTION 1. Stock Certificates and Uncertificated Shares.............. 10
SECTION 2. List of Stockholders Entitled to Vote..................... 11
SECTION 3. Stock Ledger.............................................. 11
SECTION 4. Transfers of Capital Stock................................ 11
SECTION 5. Lost Certificates......................................... 11
SECTION 6. Fixing of Record Date..................................... 12
SECTION 7. Registered Owners......................................... 12
ARTICLE VIII--FISCAL YEAR.............................................. 12
ARTICLE IX--SEAL....................................................... 12
ARTICLE X--WAIVER OF NOTICE............................................ 12
ARTICLE XI--AMENDMENTS................................................. 13
ARTICLE XII--EMERGENCY BY-LAWS......................................... 13
SECTION 1. Emergency Board of Directors.............................. 13
SECTION 2. Membership of Emergency Board of Directors................ 13
iii
SECTION 3. Powers of the Emergency Board............................. 13
SECTION 4. Stockholders' Meeting..................................... 14
SECTION 5. Emergency Corporate Headquarters.......................... 14
SECTION 6. Limitation of Liability................................... 14
iv
By-laws
of
Honeywell International Inc.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of
Honeywell International Inc. (hereinafter called the
Corporation) within the State of Delaware shall be in the City
of Wilmington, County of New Castle.
SECTION 2. Other Offices. The Corporation may also have an
office or offices and keep the books and records of the
Corporation, except as may otherwise be required by law, in
such other place or places, either within or without the State
of Delaware, as the Board of Directors of the Corporation
(hereinafter called the Board) may from time to time determine
or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of Stockholders
of the Corporation shall be held at the registered office of
the Corporation in the State of Delaware or at such other
place, within or without the State of Delaware, as may from
time to time be fixed by the Board or specified or fixed in the
respective notices or waivers of notice thereof.
SECTION 2. Annual Meetings. The annual meeting of
Stockholders of the Corporation for the election of directors
and for the transaction of any other proper business shall be
held at 10:00 a.m. on the last Monday of April of each year, or
on such other date and at such other time as may be fixed by
the Board. If the annual meeting for the election of directors
shall not be held on the day designated, the Board shall cause
the meeting to be held as soon thereafter as convenient.
SECTION 3. Special Meetings. Special meetings of
Stockholders, unless otherwise provided by law, may be called
at any time by the Board pursuant to a resolution adopted by a
majority of the then authorized number of directors (as
determined in accordance with Section 2 of Article III of these
By-laws), or by the Chief Executive Officer. Any such call
must specify the matter or matters to be acted upon at such
meeting and only such matter or matters shall be acted upon
thereat.
SECTION 4. Notice of Meetings. Notice of each meeting of
Stockholders, annual or special, shall be in writing, shall
state the place, date and hour of the meeting, and, in the case
of a special meeting, the purpose or purposes for which the
meeting is called. Unless otherwise provided by law, the
written notice of any meeting shall be given not less than 10
nor more than 60 days before the date of the meeting to each
Stockholder entitled to vote at the meeting. If mailed, notice
is given when deposited in the United States mail, postage
prepaid, directed to the Stockholder at his address as it
appears on the records of the
Corporation. Unless (i) the adjournment is for more than 30
days, or (ii) the Board shall fix a new record date for any
adjourned meeting after the adjournment, notice of an adjourned
meeting need not be given if the time and place to which the
meeting shall be adjourned were announced at the meeting at which
the adjournment was taken.
SECTION 5. Quorum. At each meeting of Stockholders of the
Corporation, the holders of a majority of the shares of capital
stock of the Corporation entitled to vote at the meeting,
present in person or represented by proxy, shall constitute a
quorum for the transaction of business, except as otherwise
provided by law. In the absence of a quorum, the chairman of
the meeting or a majority in interest of those present in
person or represented by proxy and entitled to vote at the
meeting may adjourn the meeting from time to time until a
quorum shall be present.
SECTION 6. Order of Business. The order of business at all
meetings of Stockholders shall be as determined by the chairman
of the meeting.
SECTION 7. Voting. Except as otherwise provided in the
Certificate of Incorporation, at each meeting of Stockholders,
every Stockholder of the Corporation shall be entitled to one
vote for every share of capital stock standing in his name on
the stock record of the Corporation (i) at the time fixed
pursuant to Section 6 of Article VII of these By-laws as the
record date for the determination of Stockholders entitled to
vote at such meeting, or (ii) if no such record date shall have
been fixed, then at the close of business on the day next
preceding the day on which notice thereof shall be given. At
each meeting of Stockholders, except as otherwise provided by
law or in the Certificate of Incorporation or these By-laws, in
all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or
represented by proxy and entitled to vote on the subject matter
shall be the act of the Stockholders.
SECTION 8. Inspectors. In advance of any meeting of
Stockholders, the Board shall appoint one or more inspectors to
act at the meeting and make a written report thereof and may
designate one or more alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is
able to act at a meeting, the chairman of the meeting shall
appoint one or more inspectors to act at the meeting. Each
inspector shall take and sign such oath and perform such duties
as shall be required by law and may perform such other duties
not inconsistent therewith as may be requested by the
Corporation.
2
ARTICLE III
DIRECTORS
SECTION 1. Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the
Board. The Board may exercise all such authority and powers of
the Corporation and do all such lawful acts and things as are
not by law or otherwise directed or required to be exercised or
done by the Stockholders.
SECTION 2. Number, Election and Terms. The authorized
number of directors may be determined from time to time by vote
of a majority of the then authorized number of directors or by
the affirmative vote of the holders of at least 80% of the
voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of
directors, voting together as a single class; provided,
however, that such number shall not be less than 13 nor more
than 23, and that such number shall automatically be increased
by two in the event of default in the payment of dividends on
the Preferred Stock under the circumstances described in the
Certificate of Incorporation. The directors, other than those
who may be elected by the holders of the Preferred Stock of the
Corporation pursuant to the Certificate of Incorporation, shall
be classified with respect to the time for which they severally
hold office, into three classes, as nearly equal in number as
possible, as determined by the Board, one class to be
originally elected for a term expiring at the annual meeting of
Stockholders to be held in 1986, another class to be originally
elected for a term expiring at the annual meeting of
Stockholders to be held in 1987, and another class to be
originally elected for a term expiring at the annual meeting of
Stockholders to be held in 1988, with the members of each class
to hold office until their successors have been elected and
qualified. At each annual meeting of Stockholders, the
successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring at
the annual meeting of Stockholders held in the third year
following the year of their election. Except as otherwise
provided in the Certificate of Incorporation, newly created
directorships resulting from any increase in the number of
directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of the remaining
directors then in office, even if less than a quorum of the
Board, or by a sole remaining director. Any director elected
in accordance with the preceding sentence shall hold office
until the annual meeting of Stockholders at which the term of
office of the class to which such director has been elected
expires and until such director's successor shall have been
elected and qualified. No decrease in the number of directors
constituting the Board shall shorten the term of any incumbent
director.
SECTION 3. Nomination of Directors; Election. Nomination
for the election of directors may be made at a meeting of
Stockholders by the Board or a committee appointed by the
Board, or by any Stockholder entitled to vote for the election
of directors at the meeting who while a Stockholder of record
shall have given written notice of his intent to make such
nomination in conformity with this Section 3. A Stockholder's
notice of intent to make a nomination shall be addressed to the
Secretary of the Corporation and shall be delivered to or
mailed and received at the principal executive offices of the
Corporation not less than 30 days nor more than 60 days prior
to the meeting; provided that in the event less than 40 days'
notice
3
or prior public disclosure of the date of the meeting is
given, notice by the Stockholder must be so received not later
than the close of business on the 10th day following the day on
which the notice of meeting was first mailed or such public
disclosure was made. The Stockholder's notice shall include
(i) as to each person the Stockholder proposes to nominate for
election or re-election as a director all information relating
to such person required to be disclosed in solicitations of
proxies for election of directors or otherwise required
pursuant to Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended, and such person's written
consent to be nominated and to serve as a director if elected
and (ii) the Stockholder's name and address as they appear on
the Corporation's stock record and the class and number of
shares of capital stock of the Corporation the Stockholder
beneficially owns. At the request of the Board of Directors,
any person nominated by the Board of Directors for election as
a director shall furnish to the Secretary of the Corporation
that information required to be set forth in a Stockholder's
notice of nomination which pertains to the nominee. No person
shall be eligible to serve as a director of the Corporation
unless nominated in accordance with the procedure set forth in
this By-law. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedure prescribed by the
By-laws, and if he should so declare, the defective nomination
shall be disregarded. Notwithstanding the foregoing provisions
of this Section 3, a Stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 3. Directors
shall be at least 21 years of age. Directors need not be
Stockholders. At each meeting of Stockholders for the election
of directors, directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of
directors.
SECTION 4. Place of Meetings. Meetings of the Board shall
be held at such place, within or without the State of Delaware,
as the Board may from time to time determine or as shall be
specified or fixed in the notice or waiver of notice of any
such meeting.
SECTION 5. Regular Meetings. Regular meetings of the Board
shall be held in accordance with a yearly meeting schedule as
determined by the Board; or such meetings may be held on such
other days and at such other times as the Board may from time
to time determine. Notice of regular meetings of the Board
need not be given except as otherwise required by these By-
laws.
SECTION 6. Special Meetings. Special meetings of the Board
may be called by the Chief Executive Officer and shall be
called by the Secretary at the request of any two of the other
directors.
SECTION 7. Notice of Meetings. Notice of each special
meeting of the Board (and of each regular meeting for which
notice shall be required), stating the time, place and purposes
thereof, shall be mailed to each director, addressed to him at
his residence or usual place of business, or shall be sent to
him by telex, cable or telegram so addressed, or shall be given
personally or by telephone, on 24 hours' notice, or such
shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.
4
SECTION 8. Quorum and Manner of Acting. The presence of at
least a majority of the authorized number of directors shall
constitute a quorum for the transaction of business at any
meeting of the Board. If a quorum shall not be present at any
meeting of the Board, a majority of the directors present
thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum
shall be present. Except where a different vote is required by
law or the Certificate of Incorporation or these By-laws, the
vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board. Any
action required or permitted to be taken by the Board may be
taken without a meeting if all the directors consent thereto in
writing and the writing or writings are filed with the minutes
of proceedings of the Board. Any one or more directors may
participate in any meeting of the Board by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person
at a meeting of the Board.
SECTION 9. Resignation. Any director may resign at any time
by giving written notice to the Chairman of the Board, the
Chief Executive Officer or the Secretary, which notice shall be
deemed to constitute notice to the Corporation. Such
resignation shall take effect upon receipt of such notice or at
any later time specified therein.
SECTION 10. Removal of Directors. Subject to the rights of
the holders of Preferred Stock, any director may be removed
from office only for cause by the affirmative vote of the
holders of at least 80% of the voting power of all shares of
the Corporation entitled to vote generally in the election of
directors, voting together as a single class.
SECTION 11. Compensation of Directors. The Board may
provide for the payment to any of the directors, other than
officers or employees of the Corporation, of a specified amount
for services as a director or member of a committee of the
Board, or of a specified amount for attendance at each regular
or special Board meeting or committee meeting, or of both, and
all directors shall be reimbursed for expenses of attendance at
any such meeting; provided, however, that nothing herein
contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
COMMITTEES OF THE BOARD
SECTION 1. Appointment and Powers of Audit Committee. The
Board shall, by resolution adopted by the affirmative vote of a
majority of the authorized number of directors, designate an
Audit Committee of the Board, which shall consist of such
number of directors as the Board may determine and shall be
comprised solely of directors independent of management and
free from any relationship that, in the opinion of the Board,
would interfere with the exercise of independent judgment as a
committee member. The Audit Committee
5
shall (i) make recommendations to the Board as to the independent
accountants to be appointed by the Board; (ii) review with the independent
accountants the scope of their examination; (iii) receive the
reports of the independent accountants and meet with
representatives of such accountants for the purpose of
reviewing and considering questions relating to their
examination and such reports; (iv) review, either directly or
through the independent accountants, the internal accounting
and auditing procedures of the Corporation and (v) perform such
other functions as may be assigned to it from time to time by
the Board. The Audit Committee may determine its manner of
acting and fix the time and place of its meetings, unless the
Board shall otherwise provide. A majority of the members of
the Audit Committee shall constitute a quorum for the
transaction of business by the committee and the vote of a
majority of the members of the committee present at a meeting
at which a quorum is present shall be the act of the committee.
SECTION 2. Other Committees. The Board may, by the
affirmative vote of a majority of the authorized number of
directors, designate members of the Board to constitute an
Executive Committee, a Management Development and Compensation
Committee and other committees of the Board, which shall in
each case consist of such number of directors as the Board may
determine, and shall have and may exercise, to the extent
permitted by law, such powers and authority as the Board may by
resolution delegate to them and may authorize the seal of the
Corporation to be affixed to all papers which require it. Each
such committee may determine its manner of acting and fix the
time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of any such
committee shall constitute a quorum for the transaction of
business by the committee and the vote of a majority of the
members of such committee present at a meeting at which a
quorum is present shall be the act of the committee.
SECTION 3. Action by Consent; Participation by Telephone or
Similar Equipment. Unless the Board shall otherwise provide,
any action required or permitted to be taken by any committee
may be taken without a meeting if all members of the committee
consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the committee. Unless
the Board shall otherwise provide, any one or more members of
any committee may participate in any meeting of the committee
by means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other. Participation by such means shall
constitute presence in person at a meeting of the committee.
SECTION 4. Changes in Committees; Resignations; Removals.
The Board shall have power, by the affirmative vote of a
majority of the authorized number of directors, at any time to
change the members of, to fill vacancies in, and to discharge
any committee of the Board. Any member of any such committee
may resign at any time by giving written notice to the Chairman
of the Board, the Chief Executive Officer, the Chairman of such
committee or the Secretary, which notice shall be deemed to
constitute notice to the Corporation. Such resignation shall
take effect upon receipt of such notice or at any later time
specified therein. Any member of any such committee may be
removed at any time, either with or without cause, by the
affirmative vote of a majority of the authorized number of
directors at any
6
meeting of the Board, provided such removal shall have been referred
to in the notice of such meeting.
ARTICLE V
OFFICERS
SECTION 1. Number and Qualifications. The officers of the
Corporation may include a Chairman of the Board, Vice Chairman
of the Board, Chief Executive Officer, President, one or more
Vice Presidents, General Counsel, Treasurer, Secretary and
Controller; provided, however, that any one or more of the
foregoing offices may remain vacant from time to time, except
as otherwise required by law. So far as practicable, the
officers shall be elected annually on the day of the annual
meeting of Stockholders. Each officer shall hold office until
the next annual election of officers and until his successor is
elected and qualified, or until his death or retirement, or
until he shall have resigned or been removed in the manner
hereinafter provided. The same person may hold more than one
office. The Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer and the President shall be
elected from among the directors. The Board may from time to
time elect or appoint such other officers or agents as may be
necessary or desirable for the business of the Corporation.
Such other officers and agents shall have such titles and
duties and shall hold their offices for such terms as may be
prescribed by the Board. The Chief Executive Officer may
appoint one or more Deputy, Associate or Assistant officers, or
such other agents as may be necessary or desirable for the
business of the Corporation. In case one or more Deputy,
Associate or Assistant officers shall be appointed, the officer
such appointee assists may delegate to him the authority to
perform such of the officer's duties as the officer may
determine.
SECTION 2. Resignations. Any officer may resign at any time
by giving written notice to the Chairman of the Board, the
Chief Executive Officer or the Secretary, which notice shall be
deemed to constitute notice to the Corporation. Such
resignation shall take effect upon receipt of such notice or at
any later time specified therein.
SECTION 3. Removal. Any officer or agent may be removed,
either with or without cause, at any time, by the Board at any
meeting, provided such removal shall have been referred to in
the notice of such meeting; provided, further, that the Chief
Executive Officer may remove any agent appointed by the Chief
Executive Officer.
SECTION 4. Vacancies. Any vacancy among the officers,
whether caused by death, resignation, removal or otherwise,
shall be filled in the manner prescribed for election to such
office.
SECTION 5. Chairman of the Board. The Chairman of the Board
shall, if present, preside at all meetings of the Board and, in
the absence of the Chief Executive Officer, at all meetings of
the Stockholders. He shall perform the duties incident to the
office of the Chairman of the Board and all such other duties
as are specified in these By-laws or as shall be assigned to
him from time to time by the Board.
7
SECTION 6. Vice Chairman of the Board. The Vice Chairman of
the Board shall, if present, preside at all meetings of the
Board at which the Chairman of the Board shall not be present
and at all meetings of the Stockholders at which neither the
Chief Executive Officer nor the Chairman of the Board shall be
present. He shall perform such other duties as shall be
assigned to him from time to time by the Board or the Chief
Executive Officer.
SECTION 7. Chief Executive Officer. The Chief Executive
Officer shall, if present, preside at all meetings of the
Stockholders. He shall have, under the control of the Board,
general supervision and direction of the business and affairs
of the Corporation. He shall at all times see that all
resolutions or determinations of the Board are carried into
effect. He may from time to time appoint, remove or change
members of and discharge one or more advisory committees, each
of which shall consist of such number of persons (who may, but
need not, be directors or officers of the Corporation), and
have such advisory duties, as he shall determine. He shall
perform the duties incident to the office of the Chief
Executive Officer and all such other duties as are specified in
these By-laws or as shall be assigned to him from time to time
by the Board.
SECTION 8. President. The President shall be the chief
operating officer of the Corporation and shall perform such
duties as shall be assigned to him from time to time by the
Board or the Chief Executive Officer.
SECTION 9. Vice Presidents. The Board shall, if it so
determines, elect one or more Vice Presidents (with such
additional titles as the Board may prescribe), each of whom
shall perform such duties as shall be assigned to him from time
to time by the Chief Executive Officer or such other officer to
whom the Vice President reports.
SECTION 10. General Counsel. The General Counsel shall be
the chief legal officer of the Corporation and the head of its
legal department. He shall, in general, perform the duties
incident to the office of General Counsel and all such other
duties as may be assigned to him from time to time by the Chief
Executive Officer.
SECTION 11. Treasurer. The Treasurer shall have charge and
custody of all funds and securities of the Corporation, shall
keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation, shall deposit all funds
of the Corporation in such depositaries as may be designated
pursuant to these By-laws, shall receive, and give receipts
for, moneys due and payable to the Corporation from any source
whatsoever, shall disburse the funds of the Corporation and
shall render to all regular meetings of the Board, or whenever
the Board may require, an account of all his transactions as
Treasurer. He shall, in general, perform all the duties
incident to the office of Treasurer and all such other duties
as may be assigned to him from time to time by the Chief
Executive Officer or such other officer to whom the Treasurer
reports.
SECTION 12. Secretary. The Secretary shall, if present, act
as secretary of all meetings of the Board, the Executive
Committee and other committees of the Board and the
Stockholders and shall have the duty to record the proceedings
of such meetings in one or
8
more books provided for that purpose. He shall see that all
notices are duly given in accordance with these By-laws and as
required by law, shall be custodian of the seal of the Corporation
and shall affix and attest the seal to all documents to be executed
on behalf of the Corporation under its seal. He shall, in general,
perform all the duties incident to the office of Secretary and all such
other duties as may be assigned to him from time to time by the
Chief Executive Officer or such other officer to whom the
Secretary reports.
SECTION 13. Controller. The Controller shall have control
of all the books of account of the Corporation, shall keep a
true and accurate record of all property owned by it, its debts
and of its revenues and expenses, shall keep all accounting
records of the Corporation (other than the accounts of receipts
and disbursements and those relating to the deposit or custody
of funds and securities of the Corporation, which shall be kept
by the Treasurer) and shall render to the Board, whenever the
Board may require, an account of the financial condition of the
Corporation. He shall, in general, perform all the duties
incident to the office of Controller and all such other duties
as may be assigned to him from time to time by the Chief
Executive Officer or such other officer to whom the Controller
reports.
SECTION 14. Bonds of Officers. If required by the Board,
any officer of the Corporation shall give a bond for the
faithful discharge of his duties in such amount and with such
surety or sureties as the Board may require.
SECTION 15. Compensation. The salaries of the officers
shall be fixed from time to time by the Board; provided,
however, that the Chief Executive Officer may fix or delegate
to others the authority to fix the salaries of any agents
appointed by the Chief Executive Officer.
SECTION 16. Officers of Operating Companies or Divisions.
The Chief Executive Officer shall have the power to appoint,
prescribe the terms of office, the responsibilities and duties
and salaries of, and remove, the officers of the operating
companies or divisions other than those who are officers of the
Corporation.
SECTION 17. Provisions Relating to Michael R. Bonsignore.
Pursuant to the terms of the Agreement and Plan of Merger,
dated June 4, 1999, among Honeywell Inc., the Corporation and
Blossom Acquisition Corp. (the "Merger Agreement") and the
employment agreement referred to in Section 6.7 of the Merger
Agreement (the "Employment Agreement") Michael R. Bonsignore
has been elected Chief Executive Officer of the Corporation
effective as of the effective time of the merger contemplated
by the Merger Agreement and Chairman of the Board effective as
of April 1, 2000 (or such earlier date as Lawrence A. Bossidy
shall retire as Chairman). Notwithstanding anything in these By-
laws to the contrary, until the second anniversary of the
effective time of the merger, (i) the removal of Michael R.
Bonsignore from the position of Chief Executive Officer or
Chairman of the Board, (ii) prior to the effective date of his
election as Chairman of the Board, the reversal of such
election, (iii) any change in Michael R. Bonsignore's duties
and responsibilities as set forth in the Employment Agreement
not concurred in by him, or (iv) any amendment to, or
modification of, this Section 17 by the Board, shall require
the affirmative vote of at least 75% of the members of the
Board (excluding the Chief Executive Officer); provided,
9
however, that if, at any time prior to such second anniversary,
the persons (other than the Chief Executive Officer) designated
by Honeywell Inc. pursuant to Section 2.2(a) of the Merger
Agreement (the "Merger Agreement Designees") shall represent
less than 25% of the members of the Board (excluding the Chief
Executive Officer), then, such removal, amendment, reversal or
modification, as applicable, shall require, in addition to the
vote of the Board otherwise required therefor by this Section
17, the affirmative vote of at least one Merger Agreement
Designee.
ARTICLE VI
CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.
SECTION 1. Contracts. The Board may authorize any officer
or officers, agent or agents, in the name and on behalf of the
Corporation, to enter into any contract or to execute and
deliver any instrument, which authorization may be general or
confined to specific instances; and, unless so authorized by
the Board, no officer, agent or employee shall have any power
or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable
pecuniarily for any purpose or for any amount.
SECTION 2. Checks, etc. All checks, drafts, bills of
exchange or other orders for the payment of money out of the
funds of the Corporation, and all notes or other evidences of
indebtedness of the Corporation, shall be signed in the name
and on behalf of the Corporation in such manner as shall from
time to time be authorized by the Board, which authorization
may be general or confined to specific instances.
SECTION 3. Loans. No loan shall be contracted on behalf of
the Corporation, and no negotiable paper shall be issued in its
name, unless authorized by the Board, which authorization may
be general or confined to specific instances. All bonds,
debentures, notes and other obligations or evidences of
indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize,
which authorization may be general or confined to specific
instances.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or
other depositaries as may be selected by or in the manner
designated by the Board. The Board or its designees may make
such special rules and regulations with respect to such bank
accounts, not inconsistent with the provisions of these By-
laws, as may be deemed expedient.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Stock Certificates and Uncertificated Shares.
The shares of the Corporation may be represented by
certificates or may be uncertificated. Each Stockholder shall
be entitled to have, in such form as shall be approved by the
Board, a certificate or certificates signed by the Chairman of
the Board or the Vice Chairman of the Board or the President or
a Vice President and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary representing the
number of shares of capital stock of the Corporation
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owned by such Stockholder. Any or all of the signatures on any such
certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature
has been placed upon any such certificate shall have ceased to
be such before such certificate is issued, such certificate may
be issued by the Corporation with the same effect as if such
officer, transfer agent or registrar had been such at the date
of its issue. Absent a specific request for such a certificate
by the registered owner or transferee thereof, all shares may
be uncertificated upon the original issuance thereof by the
Corporation or upon surrender of the certificate representing
such shares to the Corporation or its transfer agent.
SECTION 2. List of Stockholders Entitled to Vote. The
officer of the Corporation who has charge of the stock ledger
of the Corporation shall prepare or cause to have prepared, at
least 10 days before every meeting of Stockholders, a complete
list of the Stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name of
each Stockholder. Such list shall be open to the examination
of any Stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10
days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any Stockholder
of the Corporation who is present.
SECTION 3. Stock Ledger. The stock ledger of the
Corporation shall be the only evidence as to who are the
Stockholders entitled to examine the stock ledger, the list
required by Section 2 of this Article VII or the books of the
Corporation, or to vote in person or by proxy at any meeting of
Stockholders.
SECTION 4. Transfers of Capital Stock. Transfers of shares
of capital stock of the Corporation shall be registered on the
stock record of the Corporation, and if requested by the
registered owner or transferee thereof, a new certificate shall
be issued to the person entitled thereto, upon presentation and
surrender, with a request to register transfer, of the
certificate or certificates representing the shares properly
endorsed by the holder of record or accompanied by a separate
document signed by the holder of record containing an
assignment or transfer of the shares or a power to assign or
transfer the shares or upon presentation of proper transfer
instructions from the holder of record of uncertificated
shares. The Board may make such additional rules and
regulations as it may deem expedient concerning the issue and
transfer of certificates representing shares of the capital
stock of the Corporation.
SECTION 5. Lost Certificates. The Corporation may issue
uncertificated shares, or if requested by the registered owner,
a new certificate or cause a new certificate to be issued, in
place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the
certificate to be lost, stolen or destroyed. The Corporation
may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim
that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of
such new certificate.
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SECTION 6. Fixing of Record Date. In order that the
Corporation may determine the Stockholders entitled to notice
of or to vote at any meeting of Stockholders or any adjournment
thereof, the Board may fix a record date, which record date
shall not precede the date upon which the resolution fixing the
record date is adopted by the Board and which record date shall
not be more than 60 nor less than 10 days before the date of
such meeting. A determination of Stockholders of record
entitled to notice of or to vote at a meeting of Stockholders
shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the
adjourned meeting. In order that the Corporation may determine
the Stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the
Stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of capital stock or for the
purpose of any other lawful action, the Board may fix a record
date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which
record date shall be not more than 60 days prior to such
action.
SECTION 7. Registered Owners. Prior to due presentment for
registration of transfer of a certificate representing shares
of capital stock of the Corporation or of proper transfer
instructions with respect to uncertificated shares, the
Corporation may treat the registered owner of such shares as
the person exclusively entitled to vote, to receive dividends,
to receive notifications, and otherwise to exercise all the
rights and powers of an owner of such shares, except as
otherwise provided by law.
ARTICLE VIII
FISCAL YEAR
The Corporation's fiscal year shall coincide with the
calendar year.
ARTICLE IX
SEAL
The Corporation's seal shall be circular in form and shall
include the words "Honeywell International Inc., Delaware,
1985, Seal."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required by law, the Certificate of
Incorporation or these By-laws, to be given to any director,
member of a committee or Stockholder, a waiver thereof in
writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the
Stockholders, directors, or members of a committee of directors
need be specified in any written waiver of notice.
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ARTICLE XI
AMENDMENTS
These By-laws or any of them may be amended or supplemented
in any respect at any time, either (a) at any meeting of
Stockholders, provided that any amendment or supplement
proposed to be acted upon at any such meeting shall have been
described or referred to in the notice of such meeting, or (b)
at any meeting of the Board, provided that any amendment or
supplement proposed to be acted upon at any such meeting shall
have been described or referred to in the notice of such
meeting or an announcement with respect thereto shall have been
made at the last previous Board meeting, and provided further
that no amendment or supplement adopted by the Board shall vary
or conflict with any amendment or supplement adopted by the
Stockholders. Notwithstanding the preceding sentence, the
affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required
to amend or repeal, or adopt any provisions inconsistent with,
Section 3 of Article II of these By-laws, Sections 2 or 10 of
Article III of these By-laws, or this sentence.
ARTICLE XII
EMERGENCY BY-LAWS
SECTION 1. Emergency Board of Directors. In case of an
attack on the United States or on a locality in which the
Corporation conducts its business or customarily holds meetings
of the Board or the Stockholders, or during any nuclear or
atomic disaster, or during the existence of any catastrophe, or
other similar emergency condition, as a result of which a
quorum of the Board or a committee thereof cannot readily be
convened for action in accordance with the provisions of the By-
laws, the business and affairs of the Corporation shall be
managed by or under the direction of an Emergency Board of
Directors (hereinafter called the Emergency Board) established
in accordance with Section 2 of this Article XII.
SECTION 2. Membership of Emergency Board of Directors. The
Emergency Board shall consist of at least three of the
following persons present or available at the Emergency
Corporate Headquarters determined according to Section 5 of
this Article XII: (i) those persons who were directors at the
time of the attack or other event mentioned in Section 1 of
this Article XII, and (ii) any other persons appointed by such
directors to the extent required to provide a quorum at any
meeting of the Board. If there are no such directors present
or available at the Emergency Corporate Headquarters, the
Emergency Board shall consist of the three highest-ranking
officers or employees of the Corporation present or available
and any other persons appointed by them.
SECTION 3. Powers of the Emergency Board. The Emergency
Board will have the same powers as those granted to the Board
in these By-laws, but will not be bound by any requirement of
these By-laws which a majority of the Emergency Board believes
impracticable under the circumstances.
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SECTION 4. Stockholders' Meeting. At such time as it is
practicable to do so the Emergency Board shall call a meeting
of Stockholders for the purpose of electing directors. Such
meeting will be held at a time and place to be fixed by the
Emergency Board and pursuant to such notice to Stockholders as
it is deemed practicable to give. The Stockholders entitled to
vote at the meeting, present in person or represented by proxy,
shall constitute a quorum.
SECTION 5. Emergency Corporate Headquarters. Emergency
Corporate Headquarters shall be at such location as the Board
or the Chief Executive Officer shall determine prior to the
attack or other event, or if not so determined, at such place
as the Emergency Board may determine.
SECTION 6. Limitation of Liability. No officer, director
or employee acting in accordance with the provisions of this
Article XII shall be liable except for willful misconduct.
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Exhibit 10.14
EMPLOYMENT AGREEMENT
THIS AGREEMENT by and between Honeywell
International Inc. (formerly AlliedSignal Inc.), a
Delaware corporation (the "Company"), and Mr. Michael R.
Bonsignore (the "Executive"), dated and effective as of
the Effective Time (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, the Company has entered into an
Agreement and Plan of Merger (the "Merger Agreement"),
dated as of June 4, 1999, by and among the Company,
Honeywell Inc., a Delaware corporation ("Honeywell"), and
Blossom Acquisition Corp., a Delaware corporation
("Acquisition"), pursuant to which Acquisition will merge
into Honeywell (the "Merger") and Honeywell will become a
wholly-owned subsidiary of the Company; and
WHEREAS, the Company expects the Executive to
play a critical role in the integration of the business
and operations of Honeywell with those of the Company and
to make essential contributions to the future growth and
success of the Company; and;
WHEREAS, the Company wishes to provide for the
employment by the Company of the Executive, and the
Executive wishes to serve the Company, in the capacities
and on the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, it is hereby agreed as follows:
1. TERM. The Term of this Agreement shall commence as
of the Effective Time (as defined in the Merger
Agreement) and end on December 31, 2004. During the
Term, the Company shall employ the Executive, and the
Executive shall serve the Company, on the terms and
conditions set forth in this Agreement, for an initial
period (the "Initial Period") and a second period (the
"Subsequent Period"). The Initial Period shall begin at
the Effective Time and end on the earlier of (a) the
retirement of the current Chairman of the Company's Board
of Directors (the "Current Chairman") on April 1, 2000;
or (b) such earlier date as the Current Chairman ceases
to be Chairman for any reason. The Subsequent Period
shall begin at the end of the Initial Period and end upon
expiration of the Term. Notwithstanding the foregoing,
in the event the transactions contemplated by the Merger
Agreement are not consummated, this Agreement shall be
null and void.
2. POSITION AND DUTIES. (a) During the Initial Period
the Executive shall serve as the Chief Executive Officer
of the Company and during the Subsequent Period the
Executive shall serve as both the Chief Executive Officer
of the Company and as the Chairman of the Company's Board
of Directors; in each case with such duties and
responsibilities as are customarily assigned to such
positions, and such other duties and responsibilities not
inconsistent therewith as may from time to time be
assigned to him by the Board of Directors of the Company
(the "Board"), and which duties and responsibilities
shall be consistent with those exercised for such
position by the Current Chairman. Without limiting the
generality of the foregoing, during the Term the
Executive shall act as (i) the senior officer of the
Company, (ii) the primary spokesperson to shareholders
and the investment community, (iii) the person primarily
responsible for establishing policy and direction for the
Company and (iv) the person to whom the senior executives
of the Company report. As of the Effective Time, the
Company shall cause the Executive to be elected as a
member of the Board, to serve as a member of the class of
directors with the longest tenure as of the Effective
Time. Thereafter, during the Term, the Company shall
cause the Executive to be included in the slate of
persons nominated to serve as directors on the Board and
shall use its best efforts (including, without
limitation, the solicitation of proxies) to have the
Executive elected and reelected to the Board for the
duration of the Term. During the Term, the Executive
shall report solely to the Board. Until the second
anniversary of the Effective Time, (i) the removal of the
Executive from the position of Chief Executive Officer or
Chairman of the Board, (ii) prior to the effective date
of his election as Chairman of the Board, the reversal of
such election, or (iii) any change in the Executive's
duties and responsibilities hereunder not concurred with
by the Executive shall require the affirmative vote of at
least 75% of the members of the Board (excluding the
Executive); provided, however, that if, at any time prior
to such second anniversary, the persons (other than the
Executive) designated by Honeywell pursuant to Section
2.2(a) of the Merger Agreement ("Merger Agreement
Designees") shall represent less than 25% of the members
of the Board (excluding the Executive), then such
removal, reversal or change, as applicable, shall
require, in addition to the vote of the Board otherwise
required therefor by this Section 2(a), the affirmative
vote of at least one Merger Agreement Designee.
(b) During the Term, and excluding any periods
of vacation and sick leave to which the Executive is
entitled, the Executive shall devote his full attention
and time during normal business hours to the business and
affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive
under this Agreement, use the Executive's reasonable best
efforts to carry out such responsibilities faithfully and
efficiently. It shall not be considered a violation of
the foregoing for the Executive to manage his personal
investments or serve on corporate, industry, civic or
charitable boards or committees, so long as such
activities do not significantly interfere with the
performance of the Executive's responsibilities as an
executive officer of the Company in accordance with this
Agreement.
(c) During the Term, the Executive shall be
based at the Company's principal headquarters in
Morristown, New Jersey, except for travel reasonably
required for the performance of the Executive's duties
hereunder.
3. COMPENSATION. (a) BASE SALARY. During the Term,
the Executive shall receive an annual base salary
("Annual Base Salary") of not less than $1.5 million.
The Annual Base Salary shall be payable in accordance
with the Company's regular payroll practice for its
senior executives, as in effect from time to time.
During the Term, the Annual Base Salary shall be reviewed
by the Management Development and Compensation Committee
of the Board (the "Compensation Committee") for possible
increase at least annually. Any increase in the Annual
Base Salary shall not limit or reduce any other
obligation of the Company under this Agreement. The
Annual Base Salary shall not be reduced below any such
increased amount, and the term "Annual Base Salary" shall
thereafter refer to the Annual Base Salary as so
increased.
(b) INCENTIVE COMPENSATION. The Executive
shall receive an annual cash bonus from the Company with
respect to 1999 which is equal to the excess if any of
(x) $1 million over (y) the cash bonus paid or payable to
the Executive in respect of 1999 (or any portion thereof)
under Honeywell's annual incentive plans (including any
such amounts payable by reason of shareholder approval of
or consummation of the Merger). Such cash bonus amount
shall be paid in accordance with the Company's normal
practice. Commencing on January 1, 2000, the Executive
shall have a minimum target bonus of not less than 100
percent of his Annual Base Salary (the "Minimum Target
Bonus").
(c) OTHER BENEFITS. During the Term: (1) the
Executive shall be entitled to participate in all savings
and retirement plans (including non-qualified
supplemental executive retirement plans, subject,
however, to the provisions of this Agreement), and shall
be entitled to participate in all fringe benefit and
perquisite practices, policies and programs of the
Company made available to the senior officers of the
Company and (2) the Executive and/or the Executive's
eligible dependents, as the case may be, shall be
eligible for participation in, and shall receive all
benefits under, all welfare benefit plans, practices,
policies and programs provided by the Company, including,
without limitation, medical, prescription, dental,
disability, salary continuance, employee life insurance,
group life insurance, accidental death and travel
accident insurance plans and programs to the same extent,
and subject to the same terms, conditions, cost-sharing
requirements and the like, as are made available to the
senior officers of the Company. Executive shall receive
credit, for purposes of the Company benefit plans
referenced in this paragraph (c) in which Executive is or
becomes a participant, for his service with Honeywell and
the Company, except as described in Section 6.6(c)(i) of
the Merger Agreement. In addition to perquisites made
available to senior officers of the Company, the Company
shall provide Executive with an annual financial planning
allowance of up to $50,000, a car and driver, use of
Company-owned aircraft for personal travel in accordance
with the Company's security requirements, and a gross-up
of any imputed income tax payable by reason of travel by
the Executive's spouse on Company-owned aircraft when
accompanying the Executive on his business travel. The
Company shall reimburse the Executive for relocation
expenses in accordance with the Company's Executive
Relocation Policy, a copy of which has been made avail
able to the Executive.
(d) EQUITY AWARDS. (i) As of the Effective
Time, the Compensation Committee shall grant to the
Executive a non-qualified option (the "Option") to
purchase 1.0 million shares of the Company's common stock
("Company Stock") pursuant to the Company's 1993 Stock
Plan for Employees of AlliedSignal Inc. and its
Affiliates (the "Stock Plan"). The Option shall (x) have
a ten year term, (y) have a per share exercise price
equal to the fair market value (as defined in the Stock
Plan) of the Company Stock on the day on which the
Effective Time occurs and (z) subject to the provisions
hereof, vest and become exercisable with respect to 40%
of the shares of Company Stock subject thereto on
December 31, 2000 and with respect to an additional 30%
of the shares subject thereto on each of December 31,
2001 and December 31, 2002 so long as the Executive is
employed by the Company on each such date. In the event
of the termination of the Executive's employment with the
Company for any reason (other than a termination by the
Company for Cause or a voluntary resignation by the
Executive without Good Reason (as each term is defined
herein)) (a "Qualifying Termination"), the Option will
become fully vested and exercisable. To the extent that
the Option has become vested and exercisable, it will
remain so vested and exercisable for the remainder of its
term.
(ii) As of the Effective Time, the Compensation
Committee shall grant to the Executive a non-qualified
option to purchase 500,000 shares of Company Stock
pursuant to the Stock Plan (the "Performance Option").
Notwithstanding any provision of the Stock Plan to the
contrary, the Performance Option shall (x) have a ten
year term, (y) have a per share exercise price equal to
the fair market value (as defined in the Stock Plan) of
the Company Stock on the day on which the Effective Time
occurs and (z) vest and become exercisable in accordance
with (A) or (B) below, as follows:
(A) With respect to 40% of the shares of
Company Stock subject thereto, on April 1,
2001, if and only if the growth in Consolidated
Earnings Per Share (as defined below) for
calendar year 2000 over calendar year 1999 is
at least equal to the targeted growth for such
year set by the Compensation Committee, as set
forth on Appendix A hereto; with respect to an
additional 30% of the shares subject thereto,
on April 1, 2002, if and only if the growth in
Consolidated Earnings Per Share for calendar
year 2001 over calendar year 2000 is at least
equal to the targeted growth for such year set
by the Compensation Committee, as set forth on
Appendix A hereto; and with respect to an
additional 30% of the shares subject thereto,
on April 1, 2003, if and only if the growth in
Consolidated Earnings Per Share for calendar
year 2002 over calendar year 2001 is at least
equal to the targeted growth for such year set
by the Compensation Committee, as set forth on
Appendix A hereto; or
(B) With respect to 100% of the shares of
Company Stock subject thereto, on April 1,
2003, if and only if the cumulative growth in
Consolidated Earnings Per Share for the three-
year calendar period commencing January 1, 2000
and ending December 31, 2002 over calendar year
1999 is at least equal to the cumulative
Consolidated Earnings Per Share target set by
the Compensation Committee for such three-year
period, as set forth on Appendix A hereto.
In the event of a Qualifying Termination prior to April
1, 2003 or a voluntary resignation by the Executive after
December 31, 2002, and prior to April 1, 2003, any
portion of the Performance Option which has not become
vested and exercisable as of the date of such termination
shall remain outstanding and shall be treated for all
purposes as if the Executive remained employed by the
Company through April 1, 2003. To the extent that any
portion of the Performance Option (AA) has not become
vested and exercisable pursuant to paragraph (A) or (B)
above by April 1, 2003, the portion of the Performance
Option which is unvested and not exercisable on such date
shall terminate and be of no further force and effect,
and (BB) has become vested and exercisable, the portion
of the Performance Option which has become vested and
exercisable shall remain vested and exercisable for the
remainder of its term. For purposes of the Performance
Option, "Consolidated Earnings Per Share" for a calendar
year shall mean consolidated net income for that year as
shown on the consolidated statement of income for the
Company, adjusted to omit the effects of extraordinary
items, gain or loss on the disposal of a business segment
(other than provisions for operating losses or income
during the phase-out period), unusual or infrequently
occurring events or transactions and the cumulative
effects of changes in accounting principles, all as
determined in accordance with generally accepted
accounting principles; divided by the weighted average
number of outstanding shares of Company Stock for the
calendar year.
(iii) As of the Effective Time, the
Compensation Committee shall also grant 375,000
restricted stock units to the Executive (such units, the
"Restricted Units") pursuant to the Stock Plan.
Notwithstanding any provision of the Stock Plan to the
contrary, and subject to the provisions hereof, the
restrictions on the Restricted Units shall lapse solely
upon the attainment of the performance criteria set forth
below:
As to one-third of the Restricted Units, on
April 1, 2001, if and only if the Company's
Operating Margin (as defined below) for
calendar year 2000 is at least equal to the
target for such year set by the Compensation
Committee, as set forth on Appendix B hereto;
as to an additional one-third of the Restricted
Units, on April 1, 2002, if and only if the
Company's Operating Margin for calendar year
2001 is at least equal to the target for such
year set by the Compensation Committee, as set
forth on Appendix B hereto; and as to an
additional one-third of the Restricted Units on
April 1, 2003, if and only if the Company's
Operating Margin for calendar year 2002 is at
least equal to the target for such year set by
the Compensation Committee, as set forth on
Appendix B hereto.
Dividend equivalents will be awarded pursuant to the
Stock Plan with respect to such Restricted Units. In the
event of a Qualifying Termination prior to April 1, 2003
or a voluntary resignation by the Executive after
December 31, 2002 and prior to April 1, 2003, all
Restricted Units as to which the restrictions have not
lapsed as of the date of such termination shall remain
outstanding and shall be treated for all purposes as if
the Executive remained employed by the Company through
April 1, 2003. All Restricted Units as to which the
restrictions have not lapsed as of April 1, 2003 shall
expire. The Executive shall have no right to receive any
payment in respect of any Restricted Units that expire
pursuant to the preceding sentence. For purposes of the
Restricted Units, "Operating Margin" for a calendar year
shall mean net sales less operating expenses, including
cost of goods sold and sales, general and administration
expenses and other recurring operating expenses,
determined in accordance with generally accepted
accounting principles, but adjusted to omit the effects
of unusual or infrequently occurring events or
transactions, including, without limitation,
restructuring charges and gain or loss on any business
disposition, including without limitation of any
strategic business unit or strategic business enterprise.
(iv) During the Term, the Executive shall be
entitled to be granted additional options to acquire
Company Stock, restricted stock units and other equity
awards at the discretion of the Compensation Committee.
(e) ADDITIONAL RETIREMENT BENEFIT. (i)
Subject to the terms and conditions set forth herein, the
Executive shall be entitled to payment by the Company of
an annual supplemental retirement benefit (the "SERP
Benefit"), expressed as a life annuity commencing on the
Executive's sixty-fifth birthday, equal to (1) the
product of (A) 60% times (B) the Executive's Final
Average Compensation (as defined below), minus (2) the
aggregate annual vested benefit (expressed as a life
annuity commencing on the Executive's sixty-fifth
birthday) payable to the 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 Honeywell. As of the Effective Time,
the Executive shall be fully vested in the SERP Benefit.
The SERP Benefit shall be reduced by 3% for each year (or
pro rata for any portion thereof) during which the
Executive collects his SERP Benefit prior to January 1,
2003. Following the Executive's death (whether or not
the payment of the SERP Benefit has commenced), an annual
survivor benefit equal to 50% of the SERP Benefit shall
be payable to the Executive's surviving spouse (if any)
for her life.
(ii) The SERP Benefit shall be payable at such
time and in such manner and shall in all other respects
be subject to such terms and conditions as are applicable
to retirement benefits payable under the supplemental
retirement plan of the Company in which the Executive
participates as of the date on which the Executive's
employment terminates (which plan shall recognize salary
and bonus in computing benefits thereunder and shall
permit the Executive to elect to receive benefits in a
lump sum); provided, however, that if the Executive is
entitled to severance pay under the "Severance Plan" (as
defined below) upon termination of his employment,
payment of the SERP Benefit shall not commence until
expiration of the "Severance Period" (as defined below);
and provided, further, however, that for purposes of
computing SERP Benefit payable prior to January 1, 2003,
it shall be assumed that benefits under the plans
referred to in Section 3(e)(i)(2) above commenced at the
same time as such SERP Benefit. For purposes of this
Section 3(e), Final Average Compensation shall mean the
greater of (x) the average of the Executive's base salary
and bonus with respect to the three calendar years
coincident with or immediately preceding the end of the
Executive's employment with the Company (including for
this purpose, if applicable, base salary and bonus paid
or payable to the Executive by Honeywell) and (y) the
Executive's "Final Average Earnings" (as defined in the
Honeywell Retirement Benefit Plan as in effect on June 4,
1999, but without regard to (A) the benefit limitation
under Section 415 of the Code (as hereinafter defined),
(B) the compensation limitation under Section 401(a)(17)
of the Code and (C) the exclusion from the definition of
earnings under such plan of any amounts of deferred
compensation), determined as of December 31, 1999 (such
"Final Average Earnings" are reflected on a preliminary
basis on Appendix C hereto). For purposes of this
Section 3(e), (aa) Final Average Compensation shall take
into account severance payments made under Section 5(a)
hereof which payments shall be treated as having been
made over the Severance Period (as defined in the
Severance Plan referred to in Section 5(a)) and (bb) the
Executive will be treated as having remained employed by
the Company during the Severance Period.
(iii) The Company agrees to provide the
Executive for the period beginning at the end of the Term
(or in the event of a voluntary resignation on or after
January 1, 2003, from and after the Date of Termination
in connection therewith) and for the remainder of his
life thereafter the facilities, services and other
arrangements that were provided to him during the Term
(including office and clerical support, executive
transportation and other security services, financial and
tax planning services, continued access to certain other
general facilities and services and reimbursements for
properly documented expenses, if any, incurred on behalf
of the Company and at the request of his successor, but
excluding the use of Company-owned aircraft for personal
travel).
4. TERMINATION OF EMPLOYMENT. (a) DEATH OR DIS
ABILITY. The Executive's employment shall terminate
automatically upon the Executive's death during the Term.
The Company shall be entitled to terminate the
Executive's employment because of the Executive's
Disability during the Term. "Disability" means that the
Executive is disabled within the meaning of the Company's
long-term disability policy or, if there is no such
policy in effect, that (i) the Executive has been
substantially unable, for 120 business days within a
period of 180 consecutive business days, to perform the
Executive's duties under this Agreement, as a result of
physical or mental illness or injury, and (ii) a
physician selected by the Company or its insurers, and
acceptable to the Executive or the Executive's legal
representative, has determined that the Executive is
disabled. A termination of the Executive's employment by
the Company for Disability shall be communicated to the
Executive by written notice, and shall be effective on
the 30th day after receipt of such notice by the
Executive (the "Disability Effective Date"), unless the
Executive returns to full-time performance of the
Executive's duties before the Disability Effective Date.
(b) TERMINATION BY THE COMPANY. (i) Subject
to Section 2(a) hereof, the Company may terminate the
Executive's employment during the Term for Cause or
without Cause. "Cause" means the conviction of the
Executive for the commission of a felony, or willful
gross misconduct by the Executive that results in
material and demonstrable damage to the business or
reputation of the Company. No act or failure to act on
the part of the Executive shall be considered "willful"
unless it is done, or omitted to be done, by the
Executive in bad faith or without reasonable belief that
the Executive's action or omission was in the best
interests of the Company. Any act or failure to act that
is based upon authority given pursuant to a resolution
duly adopted by the Board, or the advice of counsel for
the Company, shall be conclusively presumed to be done,
or omitted to be done, by the Executive in good faith and
in the best interests of the Company.
(ii) A termination of the Executive's
employment for Cause shall be not be effective unless it
is accomplished in accordance with the following proce
dures. The Company shall give the Executive written
notice ("Notice of Termination for Cause") of its
intention to terminate the Executive's employment for
Cause, setting forth in reasonable detail the specific
conduct of the Executive that it considers to constitute
Cause and the specific provision(s) of this Agreement on
which it relies, and stating the date, time and place of
the Special Board Meeting for Cause. The "Special Board
Meeting for Cause" means a meeting of the Board called
and held specifically and exclusively for the purpose of
considering the Executive's termination for Cause, that
takes place not less than five nor more than thirty
business days after the Executive receives the Notice of
Termination for Cause. The Executive shall be given an
opportunity, together with counsel, to be heard at the
Special Board Meeting for Cause. The Executive's
termination for Cause shall be effective when and if a
resolution is duly adopted at the Special Board Meeting
for Cause by affirmative vote of three-quarters of the
entire membership of the Board (other than the Executive)
but in any event, in accordance with Section 2(a) hereof
to the extent applicable, stating that, in the good faith
opinion of the Board, the Executive is guilty of the
conduct described in the Notice of Termination for Cause
and that such conduct constitutes Cause under this
Agreement. The failure to set forth any fact or
circumstance in a Notice of Termination for Cause shall
not constitute a waiver of the right to assert, and shall
not preclude the Company from asserting, such fact or
circumstance in an attempt to enforce any right under or
provision of this Agreement.
(c) GOOD REASON. (i) The Executive may
terminate employment for Good Reason or without Good
Reason. "Good Reason" means, without the
Executive's written consent:
(A) the failure of the Executive to become the
Chairman of the Board upon the expiration of
the Initial Period or the failure of the
Executive to be retained as Chief Executive
Officer of the Company during the Term or as
Chairman of the Board during the Subsequent
Period;
(B) the assignment to the Executive of any
duties or responsibilities inconsistent in any
respect with those customarily associated with
the positions to be held by the Executive
during the applicable period pursuant to this
Agreement, or any other action by the Company
that results in a diminution in the Executive's
position, authority, duties or
responsibilities, other than an isolated,
insubstantial and inadvertent action that is
not taken in bad faith and is remedied by the
Company promptly after receipt of notice
thereof from the Executive;
(C) any failure by the Company to comply with
any provision of Section 3 of this Agreement,
other than an isolated, insubstantial and
inadvertent failure that is not taken in bad
faith and is remedied by the Company promptly
after receipt of notice thereof from the
Executive;
(D) any requirement by the Company that the
Executive's services be rendered primarily at a
location more than 50 miles from the location
provided for in paragraph (c) of Section 2 of
this Agreement (except for travel reasonably
required for the performance of the Executive's
duties hereunder);
(E) any failure by the Company to comply with
paragraph (c) of Section 10 of this Agreement;
(F) any other material breach of this Agreement
by the Company that is not remedied by the
Company promptly after receipt of notice
thereof from the Executive.
(ii) A termination of employment by the
Executive for Good Reason shall be effectuated by giving
the Company written notice ("Notice of Termination for
Good Reason") of the termination, setting forth in
reasonable detail the specific conduct of the Company
that constitutes Good Reason and the specific
provision(s) of this Agreement on which the Executive
relies. A termination of employment by the Executive for
Good Reason shall be effective on the fifth business day
following the date when the Notice of Termination for
Good Reason is given, unless the notice sets forth a
later date (which date shall in no event be later than 30
days after the notice is given).
(iii) The failure to set forth any fact or
circumstance in a Notice of Termination for Good Reason
shall not constitute a waiver of the right to assert, and
shall not preclude the Executive from asserting such fact
or circumstance in an attempt to enforce any right under
or provision of this Agreement.
(iv) A termination of the Executive's
employment by the Executive without Good Reason shall be
effected by giving the Company 30 days written notice of
the termination.
(d) DATE OF TERMINATION. The "Date of
Termination" means the date of the Executive's death, the
Disability Effective Date or the date on which the
termination of the Executive's employment by the Company
for Cause or without Cause or by the Executive for Good
Reason or without Good Reason is effective.
5. OBLIGATIONS OF THE COMPANY UPON TERMINATION. (a)
OTHER THAN FOR CAUSE, DEATH OR DISABILITY, OR FOR GOOD
REASON. In the event of the termination of Executive's
employment during the Term, except as otherwise provided
in this Agreement, the consequences of such termination
shall be determined in accordance with the Company's
Severance Plan for Senior Executives or any successor
thereto (the "Severance Plan"), which is incorporated by
reference in this Agreement, with the additions and
modifications in respect of the Executive as set forth
below. The Executive shall be treated as an "Officer
Participant" under the Severance Plan. The "Severance
Period" for purposes of the Severance Plan shall, in
Executive's case, be thirty-six months. The "Severance
Pay Factor" for purposes of the Severance Plan shall, in
Executive's case, be equal to the number of months of
Executive's Severance Period. "Covered Termination" for
purposes of the Severance Plan shall mean (i) any
termination of the Executive's employment by the Company
other than for Cause (as defined in Section 4(b) of this
Agreement) and (ii) any termination of the Executive's
employment by the Executive for Good Reason (as defined
in Section 4(c) of this Agreement). Benefit Payments
under the Severance Plan shall be made in a lump-sum,
within thirty days after the Date of Termination. There
will be no forfeiture of benefits pursuant to Section
20(c) of the Severance Plan unless the Executive's
employment has been terminated for Cause (as defined in
Section 4(b) hereof) and in no event shall the Executive
forfeit any portion of the benefits described in Section
3(e) hereof. In addition, if during the Term, the
Company terminates the Executive's employment for any
reason other than Cause, death or Disability, or the
Executive terminates his employment for Good Reason, (i)
all of the Executive's then outstanding equity awards
(other than the Option, Performance Option and Restricted
Units, which shall be treated in the manner set forth in
Section 3(d) hereof) shall be treated in accordance with
the terms of the plan and agreements evidencing such
equity awards and (ii) the Company shall promptly pay to
the Executive any portion of the Executive's Annual Base
Salary and bonus through the Date of Termination that has
not yet been paid. The Company shall also pay or provide
to the Executive, in the event of such a termination, the
benefits described in Section 3(e) hereof and all
compensation and benefits payable to the Executive under
the terms of the Company's compensation and benefit
plans, programs or arrangements as in effect immediately
prior to the Date of Termination.
(b) DEATH AND DISABILITY. If the Executive's
employment is terminated by reason of the Executive's
death or Disability during the Term, the Company shall
pay to the Executive or, in the case of the Executive's
death, to the Executive's designated beneficiaries (or,
if there is no such beneficiary, to the Executive's
estate or legal representative), in a lump sum in cash
within 30 days after the Date of Termination, the sum of
the following amounts: (1) any portion of the Executive's
Annual Base Salary and bonus through the Date of
Termination that has not yet been paid; (2) an amount
equal to the product of (A) the target bonus that the
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; and (3) the benefits described in
Section 3(e) hereof and all compensation and benefits
payable to the Executive under the terms of the Company's
compensation and benefit plans, programs or arrangements
as in effect immediately prior to the Date of
Termination. If the Executive's employment is terminated
by reason of the Executive's death or Disability during
the Term, all of the Executive's then outstanding equity
awards (other than the Option, Performance Option and
Restricted Units, which shall be treated in the manner
set forth in Section 3(d) hereof) shall be treated in
accordance with the terms of the plan and agreements
evidencing such equity awards.
(c) BY THE COMPANY FOR CAUSE; BY THE EXECUTIVE
OTHER THAN FOR GOOD REASON. If the Executive's
employment is terminated by the Company for Cause or the
Executive voluntarily terminates employment other than
for Good Reason during the Term, (1) the Company shall
pay to the Executive in a lump sum in cash immediately
prior to the Date of Termination, any portion of the
Executive's Annual Base Salary and bonus earned through
the Date of Termination that has not been paid; (2) all
then unvested equity awards shall, except as otherwise
provided in Section 3(d) hereof, be forfeited and all
previously vested options and other vested equity awards
granted on or after the Effective Time shall be treated
according to the provisions of the plan and agreements
under which such awards were granted; and (3) the Company
shall also pay or provide to the Executive the benefits
described in Section 3(e) hereof and all compensation and
benefits payable to the Executive under the terms of the
Company's compensation and benefit plans, programs or
arrangements as in effect immediately prior to the Date
of Termination.
(d) Whether or not Executive's employment is
terminated hereunder, if any payments under this
Agreement or any other payments or benefits received or
to be received by the Executive in connection with the
Merger, a change in control of the Company, termination
of the Executive's employment, or cessation of the
Executive's active service (whether pursuant to the terms
of this Agreement or any other plan, arrangement or
agreement with the Company, or any person affiliated with
the Company) (the "Severance Payments"), will be subject
to the tax (the "Excise Tax") imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the
"Code") (or any similar tax that may hereafter be
imposed), the Company shall pay at the time specified
below, an additional amount (the "Gross-Up Payment") such
that the net amount retained by the Executive, after
deduction of any Excise Tax on the Severance Payments and
any federal, state and local income tax and Excise Tax
upon the payment provided for by this Subsection 5(d),
shall be equal to the Severance Payments. For purposes
of determining whether any of the Severance Payments will
be subject to the Excise Tax and the amount of such
Excise Tax, (a) all Severance Payments shall be treated
as "parachute payments" within the meaning of Section
280G(b)(2) of the Code, and all "excess parachute
payments" within the meaning of Section 280G(b)(1) shall
be treated as subject to the Excise Tax, unless in the
opinion of tax counsel selected by the Company's
independent auditors and acceptable to the Executive
("tax counsel"), such Severance Payments (in whole or in
part) do not constitute parachute payments, or such
excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered
within the meaning of Section 280G(b)(4) of the Code in
excess of the base amount within the meaning of Section
280G(b)(3) of the Code, or are otherwise not subject to
the Excise Tax, (b) the amount of the Severance Payments
which shall be treated as subject to the Excise Tax shall
be equal to the lesser of (1) the total amount of the
Severance Payments or (2) the amount of excess parachute
payments within the meaning of Section 280G(b)(1) (after
applying clause (a), above), and (c) the value of any non-
cash benefits or any deferred payment or benefit shall be
determined by the Company's independent auditors in
accordance with the principles of Section 280G(d)(3) and
(4) of the Code. For purposes of determining the amount
of the Gross-Up Payment, the Executive shall be deemed to
pay federal income taxes at Executive's highest marginal
rate of federal income taxation in the calendar year in
which the Gross-Up Payment is to be made and state and
local income taxes at Executive's highest marginal rate
of taxation in the state and locality of Executive's
residence on the Date of Termination (or, as applicable,
at the Effective Time), net of the maximum reduction in
federal income taxes which could be obtained from
deduction of such state and local taxes. In the event
that the Excise Tax is subsequently determined to be less
than the amount taken into account hereunder, the
Executive shall repay to the Company at the time that the
amount of such reduction in Excise Tax is finally
determined the portion of the Gross-Up Payment
attributable to such reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax and
federal and state and local income tax imposed on the
Gross-Up Payment being repaid by the Executive if such
repayment results in a reduction in Excise Tax and/or a
federal and state and local income tax deduction) plus
interest on the amount of such repayment from the date
the Gross-Up Payment was initially made to the date of
repayment at the rate provided in Section 1274(b)(2)(B)
of the Code (the "Applicable Rate"). In the event that
the Excise Tax is determined to exceed the amount taken
into account hereunder (including by reason of any
payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest payable with
respect to such excess) at the time that the amount of
such excess is finally determined. Any payment to be
made under this paragraph shall be payable within five
(5) days of the determination of tax counsel that such a
payment is required hereunder and, if applicable, within
five (5) days of a final determination that additional
Excise Tax is payable.
6. NON-EXCLUSIVITY OF RIGHTS. Nothing in this
Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its
affiliated companies for which the Executive may qualify
(but, other than as expressly provided in Section 5
hereof, excluding in each case, any severance plan or
arrangement of the Company or any of its affiliated
companies) nor shall anything in this Agreement limit or
otherwise affect such rights as the Executive may have
under any contract or agreement with the Company or any
of its affiliated companies. Vested benefits and other
amounts that the Executive is otherwise entitled to
receive under any plan, policy, practice or program of,
or any contract of agreement with, the Company or any of
its affiliated companies on or after the Date of
Termination shall be payable in accordance with the terms
of each such plan, policy, practice, program, contract or
agreement, as the case may be, except as explicitly
modified by this Agreement.
7. FULL SETTLEMENT. The Company's obligation to make
the payments provided for in, and otherwise to perform
its obligations under, this Agreement shall not be
affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action that the Company
may have against the Executive or others. In no event
shall the Executive be obligated to seek other employment
or take any other action by way of mitigation of the
amounts payable to the Executive under any of the
provisions of this Agreement and such amounts shall not
be reduced, regardless of whether the Executive obtains
other employment.
8. CONFIDENTIAL INFORMATION; COMPETITION; SOLICITATION.
The Executive shall hold in a fiduciary capacity for the
benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or
any of its affiliated companies and their respective
businesses that the Executive obtains during the
Executive's employment by the Company or any of its
affiliated companies and that is not public knowledge
(other than as a result of the Executive's violation of
this Section 8) ("Confidential Information"). The
Executive shall not communicate, divulge or disseminate
Confidential Information at any time during or after the
Executive's employment with the Company, except with the
prior written consent of the Company or as otherwise
required by law or legal process. If the Executive
resigns without Good Reason or if the Executive is
terminated by the Company with Cause prior to the end of
the Term, then for two years after the Date of
Termination, the Executive will not, without the written
consent of the Board, directly or indirectly, (A)
knowingly engage or be interested in (as owner, partner,
stockholder, employee, director, officer, agent,
consultant or otherwise), with or without compensation,
any business in the United States and Canada which is in
competition with any line of business actively being
conducted on the Date of Termination by the Company or
any of its subsidiaries, and (B) hire any person who was
employed by the Company or any of its subsidiaries or
affiliates (other than persons employed in a clerical or
other non-professional position) within the six-month
period preceding the date of such hiring, or solicit,
entice, persuade or induce any person or entity doing
business with the Company and its subsidiaries and
affiliates, to terminate such relationship or to refrain
from extending or renewing the same. Nothing herein,
however, will prohibit the Executive from acquiring or
holding not more than one percent of any class of
publicly traded securities of any such business; provided
that such securities entitle the Executive to no more
than one percent 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.
9. DISPUTE RESOLUTION; ATTORNEYS' FEES. All disputes
arising under or related to the employment of the
Executive or the provisions of this agreement shall be
settled by arbitration under the rules of the American
Arbitration Association then in effect, such arbitration
to be held in Morristown, New Jersey, as the sole and
exclusive remedy of either party and judgement on any
arbitration award may be entered in any court of
competent jurisdiction. The Company agrees to pay, as
incurred, to the fullest extent permitted by law, all
legal fees and expenses that the Executive may reasonably
incur as a result of any contest (regardless of the
outcome) by the Company, the Executive or others of the
validity or enforceability of or liability under, or
otherwise involving, any provision of this Agreement,
together with interest on any delayed payment at the
applicable federal rate provided for in Section
7872(f)(2)(A) of the Code. The Company shall also pay
all reasonable legal fees and expenses incurred by the
Executive in connection with the preparation and
negotiation of this Agreement.
10. SUCCESSORS. (a) This Agreement is personal to
the Executive and, without the prior written consent of
the Company, shall not be assignable by the Executive
otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit
of and be enforceable by the Executive's legal
representatives.
(b) This Agreement shall inure to the benefit
of and be binding upon the Company and its successors and
assigns.
(c) The Company shall require any successor
(whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company expressly to
assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would have
been required to perform it if no such succession had
taken place. As used in this Agreement, the "Company"
shall mean both the Company as defined above and any such
successor that assumes and agrees to perform this
Agreement, by operation of law or otherwise.
11. MISCELLANEOUS. (a) This Agreement shall be
governed by, and construed in accordance with, the laws
of the State of New Jersey, without reference to
principles of conflict of laws. The captions of this
Agreement are not part of the provisions hereof and shall
have no force or effect. This Agreement may not be
amended or modified except by a written agreement
executed by the parties hereto or their respective
successors and legal representatives.
(b) All notices and other communications under
this Agreement shall be in writing and shall be given by
hand delivery to the other party or by registered or
certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Executive:
c/o Honeywell International Inc.
101 Columbia Road
Morristown, New Jersey
If to the Company:
Honeywell International Inc.
101 Columbia Road
Morristown, New Jersey
Attention: General Counsel
or to such other address as either party furnishes to the
other in writing in accordance with this paragraph (b) of
Section 11. Notices and communications shall be
effective when actually received by the addressee.
(c) The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity
or enforceability of any other provision of this
Agreement. If any provision of this Agreement shall be
held invalid or unenforceable in part, the remaining
portion of such provision, together with all other provi
sions of this Agreement, shall remain valid and
enforceable and continue in full force and effect to the
fullest extent consistent with law.
(d) Notwithstanding any other provision of
this Agreement, the Company may withhold from amounts
payable under this Agreement all federal, state, local
and foreign taxes that are required to be withheld by
applicable laws or regulations.
(e) The Executive's or the Company's failure
to insist upon strict compliance with any provisions of,
or to assert any right under, this Agreement (including,
without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to
paragraph (c) of Section 4 of this Agreement) shall not
be deemed to be a waiver of such provision or right or of
any other provision of or right under this Agreement.
(f) The Executive and the Company acknowledge
that, as of the Effective Time, this Agreement supersedes
(i) the change in control letter agreement between the
Executive and Honeywell, dated December 19, 1994, and
(ii) any other agreement between them concerning the
subject matter hereof and that, following the Effective
Time, no such agreement shall be of any further force or
effect.
(g) The rights and benefits of the Executive
under this Agreement may not be anticipated, assigned,
alienated or subject to attachment, garnishment, levy,
execution or other legal or equitable process except as
required by law. Any attempt by the Executive to
anticipate, alienate, assign, sell, transfer, pledge,
encum-ber or charge the same shall be void. Payments
hereunder shall not be considered assets of the Executive
in the event of insolvency or bankruptcy.
(h) This Agreement may be executed in several
counterparts, each of which shall be deemed an original,
and said counterparts shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, the Executive has hereunto
set the Executive's hand and, pursuant to the
authorization of its Board, the Company has caused this
Agreement to be executed in its name on its behalf, all
as of the day and year first above written.
[Seal] HONEYWELL INTERNATIONAL INC.
Attest:
/s/ Peter M. Kreindler By: /s/ Robert P. Luciano
_______________________ __________________________
Robert P. Luciano
Director and Chairman of the
Management Development and
Compensation Committee
/s/ Michael R. Bonsignore
_________________________________
Michael R. Bonsignore
APPENDIX A
Consolidated Earnings Per Share Growth
______________________________________
Calendar Year Growth in Consolidated EPS
_____________ __________________________
2000 vs. 1999 20%
2001 vs. 2000 17%
2002 vs. 2001 16%
Cumulative Consolidated Earnings Per Share Growth
_________________________________________________
Cumulative Consolidated Earnings Per Share over the three-
year calendar period commencing January 1, 2000 and
ending December 31, 2002 must be at least 53% greater
than the Consolidated Earnings Per Share for calendar
year 1999.
APPENDIX B
Calendar Year Target Operating Margin
_____________ _______________________
2000 15%
2001 16%
2002 17%
APPENDIX C
Annual Pay
__________
1999 $2,097,552.96*
1998 2,075,121.54
1997 1,702,308.20
_____________
$5,874,982.70
/ 3
_______
Final Average Earnings* $1,958,327.57
_______________________________
__________________________________
* 1999 Pay assumes (1) a change in salary rate (to
$1.5 million), effective for the last four pay
periods of 1999 and (2) a 1999 bonus of $1 million.
Actual 1999 Pay and Final Average Earnings as of
12/31/99 will be adjusted to reflect actual 1999
salary and bonus.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Registration Statements of Honeywell International Inc. on
Forms S-8 (Nos. 33-09896, 33-51455, 33-55410, 33-58347, 33-
60261, 33-62963, 333-14673, 333-57509, 333-57515, 333-57517,
333-57519, 333-83511 and 333-88141), on Forms S-3 (Nos. 33-
14071, 33-55425, 33-64245, 333-22355, 333-49455, 333-68847, 333-
74075 and 333-86157) and on Form S-4 (No. 333-82049) of our
report dated February 10, 1999, appearing in the Annual Report
on Form 10-K of Honeywell Inc. for the year ended December 31,
1998 which is incorporated by reference in this Current Report
on Form 8-K of Honeywell International.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
December 1, 1999
Exhibit 99.1
Contacts:
Tom Crane Melissa Young
973-455-4732 612-951-0773
AlliedSignal-Honeywell Merger Receives Clearance From
European Commission; Will Close Merger Later Today To Launch
New $24-Billion Technology Leader Called Honeywell
Cost-Savings Estimate Raised To $750 Million From $500
Million In 2002; First-Year Cost Savings Expected To Be $250
Million; Company Anticipates Incurring Charge Of $850
Million To $950 Million
Annual EPS Growth Expected To Be 20% In 2000 And To Grow At
Compounded Annual Rate Of At Least 18% Over Next Three
Years; Free Cash Flow Before Dividends Expected To Be $3
Billion In 2002
Integration Process Underway With Completion Slated For Mid-
Year 2000; Leadership Team Driving Integration
MORRIS TOWNSHIP, New Jersey and MINNEAPOLIS, Minnesota,
(December 1, 1999) -- AlliedSignal Inc. and Honeywell Inc.
announced today that they have received clearance from the
European Commission to complete their merger. The companies
said they plan to complete the merger today after the close
of trading on the New York Stock Exchange, marking the
historic launch of a new $24-billion global technology
company operating under the Honeywell name.
The new company's stock will commence trading under the
symbol HON on December 2 on the New York Stock Exchange.
The stock also will trade on the London, Chicago and Pacific
stock exchanges.
"Today is an exciting day for the shareowners,
employees and customers of the new Honeywell," said Lawrence
A. Bossidy, Chairman of the new Honeywell. "We are
embarking on a wonderful journey as a newly minted global
technology powerhouse. The new Honeywell is a broader and
more resilient company, possessing the efficiency, diversity
and durability to generate consistent earnings performance
and growth."
The merger will be immediately accretive to earnings,
with earnings per share expected to grow by 20% in 2000 and
at a compounded annual rate of at least 18% over the next
three years. Annual operating margin is expected to grow at
least one point per year from 14% in 1999, and free cash
flow before dividends is expected to be $3 billion in 2002.
Honeywell will have an annual revenue-growth goal of 8% to
10%.
Michael R. Bonsignore, the new company's Chief
Executive Officer, said, "We are poised to deliver on all of
our commitments, making the new Honeywell a great company to
do business with, invest in and work for. We have a proven
Six Sigma productivity engine, which enables us to pursue
exciting prospects for future revenue growth through a wider
range of products and integrated solutions offerings and
through the critical mass the combined company has gained in
Europe and Asia."
The European Commission did not ask the companies to
make any divestitures beyond those called for in the
companies' agreement in principle with the U.S. Department
of Justice (DOJ).
Integration Teams Find Additional Cost Savings
Honeywell has raised the previously announced cost-
savings estimate for 2002 to $750 million from $500 million.
The integration teams have found additional opportunities
for cost savings primarily through the combining of the
companies' global infrastructures, implementing the shared
services concept, which includes the consolidation of
information systems, and leveraging the combined company's
purchasing strength.
The company estimates that there will be a charge of
approximately $850 million to $950 million related to the
merger integration and other restructuring actions.
"We will perpetuate a broad and far-reaching Six Sigma
discipline throughout the new Honeywell to create added
value for our shareowners and our customers," Bonsignore
added. "We are training 240 Six Sigma Black Belts who will
immediately begin work in the original Honeywell businesses,
and we plan to add an additional 260 Black Belts to our
total population of more than 3,000 to work throughout our
businesses in 2000."
With the merger's closing, Bossidy noted that the
integration process is now on an accelerated timetable. "We
have spent the past five months developing comprehensive
integration plans and will now swiftly implement them across
the new company," Bossidy said. "We expect to complete the
bulk of our integration activities by mid-year 2000."
Revenue Synergies And Growth Opportunities
Bonsignore said the company has identified
opportunities to achieve significant revenue synergies by
2002. "The integration planning teams have done a terrific
job in identifying synergies across the company that will
enable us to meet our commitments," he added.
Honeywell is pursuing a variety of revenue growth
opportunities. One example is the emerging free-flight
system in the aviation industry. The free-flight system
will lead to more on-time flights, less airway congestion
and lower operating costs for airlines by enabling aircraft
to use travel routes outside of traditional airways.
The company is leading a team of avionics companies
working with the FAA to develop the software that will serve
as the backbone of the free-flight communications system.
The free-flight market is expected to be a $10-billion
industry, and the company's broad range of avionics products
and integrated systems will play an important part in the
free-flight system.
A number of key growth opportunities also exist in the
area of e-business. Examples include MyPlant.com
(www.myplant.com), which provides customers with easy access
to a broad range of the company's and third-parties' process
industry solutions. "MyPlant.com and other e-business
initiatives are leveraging the powerful connectivity
advantages of the Internet to give our global customers fast
and easy access to best-in-class technologies that can
significantly improve their operations," Bonsignore said.
Overall, he added that the new company is well
positioned for both short- and long-term growth, with more
than 75% of its products leading their respective industries
and most having superior technological positions. Many of
these product offerings lead to significant service revenues
beyond the original sale. The company's broad services and
solutions portfolio includes more than 10,000 patents and
proprietary solutions.
Leadership
The new company's leadership group, which was announced
on June 7 of this year, has been driving the integration
process. Robert D. Johnson, formerly President and CEO of
AlliedSignal's Aerospace business, and Giannantonio Ferrari,
formerly Honeywell's President and Chief Operating Officer,
are the new company's two Chief Operating Officers. Johnson
is responsible for the company's aerospace operations, which
have combined annual revenues of about $10 billion. Ferrari
is responsible for the remaining diversified businesses,
which have combined annual revenues of approximately $14
billion.
Other leadership members include Peter Kreindler,
Senior Vice President and General Counsel; James Porter,
Senior Vice President, Information Systems and Business
Services; Donald Redlinger, Senior Vice President, Human
Resources and Communications; and Richard Wallman, Senior
Vice President and Chief Financial Officer. Ray Stark, Vice
President, Six Sigma and Productivity, will continue to lead
the merger integration process in addition to overseeing the
company's Six Sigma and productivity initiatives.
New Board Of Directors
Honeywell's new 15-member Board of Directors comprises
nine members from the AlliedSignal Inc. Board and six
members from the Honeywell Inc. Board. They are:
Lawrence A. Bossidy, Chairman of the Board, Honeywell
Michael R. Bonsignore, Chief Executive Officer, Honeywell
Hans W. Becherer, Chairman and CEO, Deere and Company
Gordon M. Bethune, Chairman and CEO, Continental Airlines, Inc.
Marshall N. Carter, Chairman and CEO, State Street Corporation
Ann M. Fudge, Executive Vice President, Kraft Foods, Inc.
James J. Howard, Chairman, President and CEO, Northern States Power Company
Bruce Karatz, Chairman, President and CEO, Kaufman and Broad Home Corporation
Robert P. Luciano, retired Chairman and CEO, Schering-Plough Corporation
Russell E. Palmer, Chairman and CEO, Palmer Group
Jaime Chico Pardo, CEO, Telefonos de Mexico, S.A. de C.V (TELMEX)
Ivan G. Seidenberg, Chairman and CEO, Bell Atlantic Corporation
Andrew C. Sigler, retired Chairman and CEO, Champion International
Corporation
John R. Stafford, Chairman, President and CEO, American Home Products
Corporation
Michael W. Wright, Chairman, President and CEO, SUPERVALU INC.
Effect Of The Merger
The all-stock merger is tax free to shareholders,
except for cash paid in lieu of fractional shares. Each
share of the Honeywell Inc. stock is being exchanged for
1.875 shares of the new Honeywell, formerly named
AlliedSignal Inc. Based on 128 million former Honeywell
shares outstanding and the closing price of AlliedSignal's
shares ($60) on November 30, 1999, the transaction is valued
at more than $14 billion. When all of the former Honeywell
shares are exchanged, the new company will have
approximately 793 million shares outstanding with a market
capitalization in excess of $47 billion. The merger is
being accounted for as a pooling of interests.
Honeywell is a US$24-billion diversified technology and
manufacturing leader, serving customers worldwide with
aerospace products and services; control technologies for
buildings, homes and industry; automotive products; power
generation systems; specialty chemicals; fibers; plastics;
and electronic and advanced materials. The company employs
approximately 120,000 people in 95 countries. Honeywell is
traded on the New York Stock Exchange under the symbol HON,
as well as on the London, Chicago and Pacific stock
exchanges. It is one of the 30 stocks that make up the Dow
Jones Industrial Average and is also a component of the
Standard & Poor's 500 Index. Additional information on the
company is available on the Internet at:
http://www.honeywell.com.
This release contains forward-looking statements as defined
in Section 21E of the Securities Exchange Act of 1934,
including statements aboutfuture business operations,
financial performance and market conditions. Such forward-
looking statements involve risks and uncertainties inherent
in business forecasts. For a detailed discussion of the
company's forward-looking statements and the risks and
uncertainties associated with such statements, please see
page 15 of the company's joint proxy statement/prospectus
dated July 23, 1999, filed with the SEC.
# # #
Exhibit 99.2
Contact:
Tom Crane
973-455-4732
AlliedSignal-Honeywell Merger Completed;
New Honeywell Begins Trading Today
MORRIS TOWNSHIP, New Jersey, December 2, 1999 - Honeywell
International Inc. (NYSE: HON) announced today that the merger
involving AlliedSignal Inc. and Honeywell Inc. became effective
after the close of trading on the New York Stock Exchange on
December 1.
In connection with the merger, AlliedSignal Inc. changed its
name to Honeywell International Inc. Its ticker symbol on the New
York Stock Exchange has been changed from ALD to HON, which until
yesterday had been Honeywell Inc.'s ticker symbol. Honeywell
International Inc.'s common stock also trades on the London,
Chicago and Pacific stock exchanges.
Trading in the common stock of Honeywell Inc. has ceased effective
today. As of the effective time of the merger, each share of Honeywell Inc.
common stock represents the right to receive 1.875 shares of Honeywell
International Inc.common stock, with fractional shares paid in cash.
Owners of former Honeywell Inc. shares will receive materials shortly
--more-
-2-
regarding the exchange of their Honeywell Inc. shares for new
Honeywell International Inc. shares.
The closing price on December 1, 1999 of the new Honeywell
International Inc. stock on the New York Stock Exchange Composite
Transactions was $60-5/8.
Honeywell is a US$24-billion diversified technology and
manufacturing leader, serving customers worldwide with aerospace
products and services; control technologies for buildings, homes
and industry; automotive products; power generation systems;
specialty chemicals; fibers; plastics; and electronic and advanced
materials. The company employs approximately 120,000 people in 95
countries. Honeywell is traded on the New York Stock Exchange
under the symbol HON, as well as on the London, Chicago and Pacific
stock exchanges. It is one of the 30 stocks that make up the Dow
Jones Industrial Average and is also a component of the Standard &
Poor's 500 Index. Additional information on the company is
available on the Internet at: http://www.honeywell.com.
This release contains forward-looking statements as defined in
Section 21E of the Securities Exchange Act of 1934, including
statements about future business operations, financial
performance and market conditions. Such forward-looking
statements involve risks and uncertainties inherent
in business forecasts.
# # #