Amendment to Letter Agreement between Honeywell International Inc. and Roger Fradin (July 25, 2012)
Honeywell International Inc. and Roger Fradin have agreed to amend their October 6, 2010 letter agreement. This amendment states that a new grant of 18,000 restricted units to Mr. Fradin, approved on July 25, 2012, will not be subject to the extraordinary equity vesting and special condition provisions of the original agreement. All other terms of the original agreement remain unchanged. Mr. Fradin's acceptance is confirmed by his signature.
Exhibit 10.1
July 25, 2012
Mr. Roger Fradin
26 Crane Lane
Lloyd Harbor, New York 11743
Dear Roger:
This letter constitutes an amendment to the October 6, 2010 letter agreement between you and Honeywell International Inc. (the “Letter Agreement”). You understand that the grant of 18,000 restricted units that was approved on July 25, 2012 will be granted to you only if you agree that such grant is excluded from the extraordinary equity vesting and special condition provisions described in the Letter Agreement. All other terms and conditions of the grant will be reflected in the Award Agreement. Other than with respect to this particular grant, this amendment does not modify any other provisions of the Letter Agreement, which will otherwise remain in full effect.
Your signature below signifies your agreement to this amendment.
Very truly yours,
/s/ David M. Cote
David M. Cote
Chief Executive Officer and Chairman of the Board
Honeywell International Inc.
Read and Accepted
/s/ Roger Fradin
Roger Fradin
Date: July 26, 2012
