Exhibit 10.23
AMENDMENT TO THE LETTER AGREEMENT
BETWEEN
HONEYWELL INTERNATIONAL INC. AND LARRY KITTELBERGER,
DATED JULY 27 2001
WHEREAS, Honeywell International
Inc. (the “Company”) and Mr. Larry E. Kittelberger (the
“Executive”) entered into a letter agreement dated July
27, 2001 (the “Letter Agreement”) which was intended to
set forth certain terms and conditions relating to the compensation
and benefits for which Executive would be eligible during his
employment with the Company; and
WHEREAS, the Company and the
Executive wish to amend the Letter Agreement to the extent
necessary to comply with Section 409A of the Internal Revenue Code
of 1986, as amended and the regulations promulgated
thereunder.
NOW, THEREFORE, the Letter Agreement
is hereby amended effective December 31, 2008 in the following
manner:
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1.
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Under Section I
“Compensation,” the subsection entitled “Annual
Incentive Bonus” shall be replaced in its entirety with the
following language:
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“ Annual Incentive Bonus: You shall
be eligible for annual awards under the Honeywell International
Inc. Incentive Compensation Plan for Executive Employees with a
short-term incentive compensation target opportunity of at least
100% of your annual cash base salary earnings during the
year.”
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2.
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Under Section II
“Benefits,” the final sentence of the subsection
entitled “Pension” shall be replaced in its entirety
with the following sentence:
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“Your Band 6 SERP benefit shall be
available in an annuity (determined in accordance with the
assumptions specified in the Band 6 SERP at the time of your
termination or retirement) and shall be reduced by the actuarial
value of any qualified pension benefit payable to you under the
terms of any tax-qualified pension plan of the Company which has
not already been taken into account in determining the Band 6 SERP
benefit.”
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3.
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Under Section II
“Benefits,” the following new sentence shall be added
immediately prior to the final sentence of the subsection entitled
“Medical and Dental Plans”:
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“Such cash payment shall be made to you on
March 15 th of the year following the year in which such
annual premium cost was incurred.”
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4.
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Under Section II
“Benefits,” the subsection entitled “Executive
Severance” shall be replaced in its entirety with the
following language:
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“The Company will provide 36 months, or
such longer period as
