Letter agreement dated October 2, 2017, between Honeywell International Inc. and Anne Madden

EX-10.70 6 exhibit107012312020.htm EX-10.70 Document


October 2, 2017

Anne Madden 115 Tabor Road
Morris Plains, New Jersey 07950

Re: Offer Letter

Dear Anne:

I am pleased to confirm our offer to you to become Honeywell’s Senior Vice President & General Counsel, based in Morris Plains, New Jersey, reporting to Darius Adamczyk. The effective date of your offer will be October 26, 2017 (“Effective Date”). In this position, you will become an Executive Officer of Honeywell.

In connection with your new role, you will be entitled to the following compensation and benefits package, as approved by the Management Development and Compensation Committee (“MDCC”) of the Company’s Board of Directors at its meeting of September 28, 2017:


Base Salary: As of the Effective Date, your annual base salary will be increased to $725,000. Base salary reviews occur annually and any adjustments are generally at the end of the first quarter of the calendar year. Adjustments are based on your performance and other relevant factors.

Annual Incentive Compensation: As of the Effective Date, your target incentive compensation opportunity will be 100% of your annual cash base salary earnings during the year. For 2017, your incentive compensation award will be prorated based on the number of days your target incentive was 50%, and the number of days your target incentive will be 100%. Incentive compensation awards are paid in the first quarter of the following year.

Annual Long-Term Incentive Awards: You will be eligible for annual long-term incentive (“LTI”) awards with the size and mix determined by the Management Development and Compensation Committee (“MDCC”) of the Company’s Board of Directors based on your performance and future career potential with Honeywell. The terms of all LTI awards are governed by the terms of the applicable stock plan and the relevant award agreements. Moreover, Honeywell and the MDCC reserve the right to modify the design or mix of the LTI award program in the future.


You will also be entitled to the following Executive Benefits:

a.Excess Liability Insurance: Honeywell will pay the annual premium for an Excess Liability Insurance policy that provides $10,000,000 of personal umbrella coverage per occurrence.

b.Executive Severance: The Honeywell International Inc. Severance Plan for Designated Officers currently provides for 18 months of base salary continuation and target bonus if your employment is involuntary terminated for a reason other than Cause (as defined in the severance plan document in effect when you terminate employment). You will be required to execute a release of claims against Honeywell and its affiliates and related parties and you may be required to agree to certain non- solicitation, non-disclosure and non-competition covenants as a condition of receiving executive severance benefits. For additional information, please consult the actual plan document.


As an Executive Officer of the Corporation, you will be required to hold Honeywell shares in accordance with the Corporation’s Stock Ownership Guidelines, as amended from time to time. A copy of the Stock Ownership Guidelines will be separately provided to you.


Please indicate your acceptance of this offer by signing this letter in the space provided and returning it to me.

Honeywell has a long and distinguished history. But, more importantly, we are a company with a terrific future and a great place to work. Our performance culture drives growth for us and competitive advantage for our customers. We hire the best people; give them every possible opportunity to learn, grow, and develop; and reward them for their contributions. We offer career paths that span product lines, job types, businesses, and countries.

Anne, we are excited to be extending this offer to you and look forward to working with you in your expanded role. Your experience and background is an asset to our Company.

If you have any questions or need any further information about our offer, please contact me directly.


/s/ Mark R. James

Mark R. James
Honeywell International Inc. Senior Vice President
Human Resources, Procurement and Communications

Read and Accepted:

/s/ Anne T. Madden                      October 2, 2017
ANNE MADDEN          Date

All businesses experience changing conditions. Accordingly, we reserve the right to change work assignments, reporting relationships and staffing levels to meet business needs, and your employment with Honeywell will be on an "at will" basis. This means that there is no guarantee of employment for any specific period, and either you or Honeywell may terminate your employment at any time.

The descriptions of benefits and perquisites described in this offer letter (including Addendum A) are for general information purposes only and are not intended to modify any plan document, summary plan description (“SPD”) or prospectus. For a complete description of any benefit or perquisite, you may request a copy of the applicable plan document, SPD or prospectus. The Company reserves the right to modify, amend or terminate any benefit plan or perquisite in its sole and absolute discretion.