8-KMaterial Agreements

HONEYWELL INTERNATIONAL INC 8-K Report, Material Agreement (Jan 13, 2005)

Filed January 13, 2005For Securities:HONHONIV

Summary

Honeywell International Inc. filed an 8-K on January 12, 2005, reporting a significant leadership transition within its Aerospace division. Effective immediately on January 7, 2005, Robert J. Gillette was appointed President and CEO of Honeywell Aerospace. This appointment is part of an orchestrated succession plan, as the outgoing leader, Robert D. Johnson, announced his retirement in January 2006. To ensure a smooth handover, Mr. Johnson will transition to a Non-executive Chairman role for Honeywell Aerospace throughout 2005. This change in role will affect his compensation, with his annual incentive compensation target reduced. Furthermore, the filing provides details on the payout schedule for Honeywell's Growth Plan, specifically noting that Mr. Johnson will receive his earned awards despite the leadership change, acknowledging his cooperation in facilitating the succession.

Key Highlights

  • 1Robert J. Gillette appointed President and CEO of Honeywell Aerospace, effective January 7, 2005.
  • 2Robert D. Johnson, the current leader, will retire in January 2006.
  • 3Mr. Johnson will serve as Non-executive Chairman of Honeywell Aerospace during 2005 to aid leadership succession.
  • 4Mr. Johnson's 2005 annual incentive compensation target is reduced to 50% of his base salary due to the changed role.
  • 5Details provided on the payout schedule for Honeywell's Growth Plan, with a portion deferred to 2006.
  • 6Mr. Johnson will receive his deferred Growth Plan award in 2006, contingent on his employment at the payment date, in recognition of his role in succession.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce a material change in the executive leadership of Honeywell's Aerospace division, specifically the appointment of a new President and CEO and the upcoming retirement of the current leader.

Robert D. Johnson will transition from his current leadership role to Non-executive Chairman of Honeywell Aerospace throughout 2005 to facilitate a leadership succession. His annual incentive compensation target for 2005 is reduced to 50% of his base salary to reflect this change in responsibilities.

For the performance period January 1, 2003 – December 31, 2004, 50% of earned awards under the Growth Plan will be paid in Q1 2005, and the remaining 50% will be paid in Q1 2006, provided participants are still employed. Robert D. Johnson will be entitled to receive his Q1 2006 payout in recognition of his cooperation in the leadership transition.

Robert J. Gillette has been appointed as the new President and CEO of Honeywell Aerospace, effective immediately on January 7, 2005.