Common use of Annual Long-Term Incentive Awards Clause in Contracts

Annual Long-Term Incentive Awards. After AGL issues shares of publicly traded stock, Executive will participate in the LTIP. If the Company determines that it has made a profit during any year of the Initial Term, the value of any Long-Term Incentive award made to Executive for that year will be no less than the amount of his annual base salary. The “target award” for the first year of the Initial Term will be 40,000 restricted shares of AGL stock and an option to purchase 80,000 shares of AGL stock. Subsequent to the Initial Term, the amount of any award made to Executive under Long-Term Incentive Plan will be based on the profitability of the AGL and Executive’s performance and will be subject to the discretion of the Compensation Committee of the AGL’s Board of Directors. All Long-Term Incentive awards will be subject to the terms and conditions of the LTIP. If the AGL IPO does not occur or is delayed, and as a result the AGL cannot make the Annual Long-Term Incentive Awards referenced in this subsection (b), then the Company will instead give the Executive cash, restricted ordinary shares of ACE Limited stock, a restricted option to purchase shares of ACE Limited stock, or any combination thereof, the aggregate of which equals Executive’s annual base salary as of the time the award is to be made. The Company will decide the components of the substitute award. Moreover, for as long as the Company remains majority owned subsidiary of ACE Limited and the Company continues to participate in the ACE Limited Long –Term Incentive Plan, Executive will be eligible to participate in the ACE Limited Long-Term Incentive Plan, pursuant to its terms, as may be in effect from time to time .

Annual Long-Term Incentive Awards. After AGL issues shares of publicly traded stock, Executive will participate in the LTIP. If the Company determines that it has made a profit during any year of the Initial Term, the value of any Long-Term Incentive award made to Executive for that year will be no less than the amount of his annual base salary. The “target award” for the first year of the Initial Term will be 40,000 restricted shares of AGL stock and an option to purchase 80,000 shares of AGL stock. Subsequent to the Initial Term, the amount of any award made to Executive under Long-Term Incentive Plan will be based on the profitability of the AGL and Executive’s performance and will be subject to the discretion of the Compensation Committee of the AGL’s Board of Directors. All Long-Term Incentive awards will be subject to the terms and conditions of the LTIP. If the AGL IPO does not occur or is delayed, and as a result the AGL cannot make the Annual Long-Term Incentive Awards referenced in this subsection (b), then the Company will instead give the Executive cash, restricted ordinary shares of ACE Limited stock, a restricted option to purchase shares of ACE Limited stock, or any combination thereof, the aggregate of which equals Executive’s annual base salary as of the time the award is to be made. The Company will decide the components of the substitute award. Moreover, for as long as the Company remains majority owned subsidiary of ACE Limited and the Company continues to participate in the ACE Limited Long –—Term Incentive Plan, Executive will be eligible to participate in the ACE Limited Long-Term Incentive Plan, pursuant to its terms, as may be in effect from time to time .

Annual Long-Term Incentive Awards. After AGL issues shares You will be eligible for annual long-term incentive awards with an initial target of publicly traded stock182% of your base salary. The size and mix of future awards will be determined by Honeywell’s or the Company’s Board of Directors, Executive as applicable. The terms of all long-term incentive awards will participate in be governed by the LTIP. If the Company determines that it has made a profit during any year terms of the Initial Term, applicable stock plan and the value of any relevant award agreements. Sign-On Long-Term Incentive award made to Executive for that year Awards From the Company: You will be no less than the amount granted CHF 1,446,900 worth of his annual base salary. The “target award” for the first year Company restricted stock units as of the Initial Term Separation Date as a “founder’s grant.” These restricted stock units will be 40,000 restricted shares of AGL stock and an option to purchase 80,000 shares of AGL stock. Subsequent to the Initial Term, the amount of any award made to Executive under Long-Term Incentive Plan will be based vest 50% each on the profitability third and fourth anniversaries of the AGL grant date, provided in all cases you continue to be employed by the Company on such vesting dates. This “founder’s grant” is expressly conditioned upon the successful spin-off of TS. SIGN-ON AWARDS Honeywell management has approved to provide you an award of 12,300 Honeywell restricted stock units (“RSUs”) from the Management Development and Executive’s performance and will be subject to the discretion Compensation Committee (“MDCC”) of the Compensation Committee of the AGLCompany’s Board of Directors. All Long-Term Incentive awards will The RSUs shall be granted under, and shall be subject to the terms of, the applicable Stock Incentive Plan of Honeywell International Inc. and conditions its Affiliates and governed by the relevant award agreement. The RSUs will vest 50% each on the first and second anniversaries of the LTIP. If the AGL IPO does not occur grant date, provided in all cases you continue to be employed by Honeywell or is delayed, and as a result the AGL cannot make the Annual Long-Term Incentive Awards referenced in this subsection (b), then the Company on such vesting dates. The RSU grant will instead give the Executive cash, restricted ordinary shares of ACE Limited stock, a restricted option to purchase shares of ACE Limited stock, or any combination thereof, the aggregate of which equals Executive’s annual base salary be effective as of the time later of the award date the MDCC approves the grant or your first day of active employment. At the Separation Date, if applicable, any unvested Honeywell restricted stock units shall be replaced with Company restricted stock units at their current economic value based on the closing price of Honeywell common stock on the last trading day immediately prior to the Separation Date. Such Company restricted stock units shall vest on the same schedule as if they had remained Honeywell restricted stock units. This remuneration includes all services, even those outside the normal work period. It is expressly agreed between the parties that any allowances, bonuses, or participation in the profits, in whatever form or under whatever heading which shall be given to the Employee without any legal obligation or by convention are considered as generosity, always subject to revocation, regardless of the eventual regularity, with which such allowances, bonuses or participations shall have been given. In no case does this eventual generosity imply an engagement by the head of the company for the future. In any case, they should be madeconsidered as an encouragement for the future; they will never be paid to the Employee who has been given notice or who left the Company before they were attributed. Legal and statutory deductions will be subtracted from each pay for OASI (AVS) / DI (Al) / ALI (APG), unemployment insurance, provident funds, work-related accident premiums, withholding taxes (if applicable), etc. The Company amounts of these deductions shall be indicated in the monthly pay slip and can be changed on the basis of new legal provisions or changes in the insurance applicable to staff. If relevant, the Employee will decide also receive family allowance payments from the components Company. The Employee agrees that payment of his/her remuneration will be made to his/her account. The Employee shall immediately bring to the attention of the substitute award. MoreoverCompany any change taking place in any of the elements required for calculating or payment of his remuneration (dependents, for as long as the Company remains majority owned subsidiary of ACE Limited and the Company continues to participate in the ACE Limited Long –Term Incentive Planaddress, Executive will be eligible to participate in the ACE Limited Long-Term Incentive Plan, pursuant to its terms, as may be in effect from time to time etc,).