FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
DATED MAY 6, 1994
AGREEMENT, dated as of May 12, 1997, between AlliedSignal
Inc., a Delaware corporation (the "Corporation"), and Xxxxxxxx X.
Xxxxxxx (the "Executive").
WHEREAS, the Corporation and the Executive are parties to an
Agreement dated as of May 6, 1994 (the "1994 Agreement") under
which the Executive has served the Corporation in the capacities
of Chairman of the Board of Directors and Chief Executive Officer
and has agreed to continue such employment through April 1, 2000;
WHEREAS, the Corporation desires to recognize the Executive
for his extraordinary performance on behalf of its shareowners,
to provide an incentive for Executive's continued contributions
to the market value of the Corporation through and beyond his
retirement date, and to make certain arrangements for the period
following his retirement as an employee of the Corporation; and
WHEREAS, the Executive recognizes his significant interest
in the continued success of AlliedSignal following his retirement
and agrees to be available following his retirement to serve as
an advisor to or representative of the Corporation to such extent
as may be mutually agreed by the Executive and his successor.
NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the
parties hereby agree that the 1994 Agreement is amended as set
forth below. All other terms and provisions of the 1994
Agreement, shall remain in full force and effect, without any
increase in Executive's base salary, incentive bonus target and
eligibility for Restricted Units.
1. Section 4(a)(ii) of the 1994 Agreement is hereby
amended to read in its entirety as follows:
" . . . (ii) upon Executive's death, an annuity payable to
his surviving spouse for her lifetime equal to 45 percent of
Executive's final average compensation, also reduced by the
sum of the amounts of the comparable annuit(ies) payable
under such plans as indicated in (i) above.
2. The first sentence of Section 4(b) of the 1994
Agreement is hereby amended to read in its entirety as follows:
"(b) In the event Executive's employment with the
Corporation is terminated by reason of death, the
Corporation will pay a benefit equal to an annuity for the
lifetime of his spouse, if she shall survive, equal to 45
percent of the Executive's final average compensation
(without taking into account the reductions provided in
paragraph (a)(i))
for Executive's lifetime if his employment had terminated on
the day before his death. . . ."
3. A new Section 11, entitled "Post-Retirement Services"
is hereby added to the 1994 Agreement and shall read in its
entirety as follows:
Section 11. Post-Retirement Services
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(a) Executive agrees that following his retirement
from the Corporation he shall be available to serve as an
advisor to and representative of the Corporation as
mutually agreed by Executive and his successor.
(b) The Corporation agrees to provide the Executive
for the period beginning on April 1, 2000, and for the
remainder of his life thereafter (and, with respect to
financial and tax planning services, for the remainder of
his spouse's life) certain facilities, services, and other
arrangements comparable to those provided prior to
retirement, 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 reimbursement for
properly documented expenses, if any, incurred on behalf of
AlliedSignal and at the request of his successor.
IN WITNESS WHEREOF, by order of the Board of Directors,
AlliedSignal Inc. has caused this Agreement to be signed in its
corporate name by one of its directors and its corporate seal to
be hereunto affixed and to be attested by its General Counsel, and
Xxxxxxxx X. Xxxxxxx has hereunto set his hand, all as of the day and
year first above written.
[Corporate Seal] AlliedSignal Inc.
Attest:
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Director and
Chairman of the Management
Development and Compensation
Committee
/s/ Xxxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxxx X. Xxxxxxx
