AMENDMENT
Reference is made to the Amended and Restated Employment Agreement
dated as of January 1, 1999 between Pittway Corporation, a Delaware corporation,
and Xxx X. Xxxxxxx (the "Existing Employment Agreement").
Paragraph 17 of the Existing Employment Agreement is hereby amended by
adding the following sentence at the end thereof:
Notwithstanding the preceding sentence, for purposes of clause
(i) above none of the transactions contemplated by the
Agreement and Plan of Merger dated as of December 20, 1999 by
and among Honeywell International, Inc., HII-2 Acquisition
Corp. and the Company and the Stockholders Agreement referred
to therein, either individually or in the aggregate, will
constitute a Change of Control of the Company unless and
until, following the Change of Control of the Company that
would otherwise result from any or all thereof, the Company
breaches this Agreement, in which event a Change of Control of
the Company will be deemed to have occurred at the time of
such breach.
Dated: December 20, 1999
PITTWAY CORPORATION
By:
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Its:
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XXX X. XXXXXXX
