December 20, 1999 Honeywell International Inc. Attention: Kevin Gilligan Gentlemen: Reference is made to the Agreement and Plan of Merger (the "Agreement") dated as of today's date by and among Honeywell International Inc. ("Parent"), HII-2...Merger Agreement • December 23rd, 1999 • Pittway Corp /De/ • Communications equipment, nec
AMENDMENT Reference is made to the Amended and Restated Employment Agreement dated as of January 1, 1999 between Pittway Corporation, a Delaware corporation, and Leo A. Guthart (the "Existing Employment Agreement"). Paragraph 17 of the Existing...Employment Agreement • December 23rd, 1999 • Pittway Corp /De/ • Communications equipment, nec
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.
