Honeywell 2003 Annual Report Download - page 25

Equity Compensation Plans
Information about our equity compensation plans is as follows:
Number of
Securities
Number of Remaining
Shares to Available for
be Issued Weighted- Future Issuance
Upon Average Under Equity
Exercise of Exercise Price of Compensation
Outstanding Outstanding Plans (Excluding
Options, Options, Securities
Warrants Warrants Reflected in
Plan Category and Rights and Rights Column(a))
------------- ---------- ---------- ----------
(a) (b) (c)
Equity compensation plans approved by security
holders...................................... 51,861,643(1) $37.13(2) 28,114,430(3)
Equity compensation plans not approved by
security holders............................. 920,285(4) N/A(5) N/A(6)
Total...................................... 52,781,928 $37.13 28,114,430
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(1) Equity compensation plans approved by shareowners that are included in
column (a) of the table are the 2003 Stock Incentive Plan of Honeywell
International Inc. and its Affiliates (the 2003 Stock Incentive Plan)
(524,500 common shares to be issued for options; 1,391,000 restricted units
subject to attainment of certain performance goals or continued employment;
and 543,600 deferred restricted units of previously earned and vested awards
under prior plans approved by shareowners where delivery of shares has been
deferred); the 1993 Stock Plan for Employees of Honeywell International Inc.
and its Affiliates (47,254,305 common shares to be issued for options;
190,725 shares to be issued for SARs; and 1,712,513 restricted units subject
to attainment of certain performance goals or continued employment); the
1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries
(40,000 common shares to be issued for options); and the Stock Plan for
Non-Employee Directors of Honeywell International Inc. and predecessor plans
(154,000 common shares to be issued for options and 51,000 shares of
restricted stock). The 2003 Stock Incentive Plan has issued 628,830 growth
plan units for the two-year performance cycle beginning January 1, 2003 and
ending December 31, 2004. Growth plan units are denominated in cash units
and the percentage of such units that are payable depends upon the
achievement of pre-established performance goals during the two-year
performance cycle relating to growth in earnings per share, revenue and
return on investment. The value of any growth plan unit is not determinable
and may be paid in cash or shares of Honeywell common stock. Growth plan
units are therefore not included in the table above.
(2) Column (b) does not include any exercise price for restricted units or
growth plan units granted to employees or non-employee directors under
equity compensation plans approved by shareowners. Restricted units do not
have an exercise price because their value is dependent upon attainment of
certain performance goals or continued employment or service and they are
settled for shares of Honeywell common stock on a one-for-one basis. Growth
plan units are denominated in cash units and the ultimate value of the award
is dependent upon attainment of certain performance goals.
(3) The number of shares that may be issued under the 2003 Stock Incentive Plan
as of December 31, 2003 is 27,942,430 except that the following additional
shares under the 2003 Stock Incentive Plan (or any Prior Plan as defined in
the 2003 Stock Incentive Plan) may again be available for issuance: shares
that are settled for cash, expire, are tendered in satisfaction of an option
exercise price or tax withholding obligations, shares reacquired with cash
tendered in satisfaction of an option exercise price or with monies
attributable to any tax deduction enjoyed by Honeywell to the exercise of an
option, and shares under any outstanding awards assumed under any equity
compensation plan of an entity acquired by Honeywell. The remaining 172,000
shares included in column (c) are shares remaining for future grants under
the Stock Plan for Non-Employee Directors of Honeywell International Inc.
(footnotes continued on next page)
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