Honeywell 2003 Annual Report Download - page 38

PART I
GENERAL PROVISIONS
1. Purpose.
The purpose of the Honeywell International Inc. Severance Plan for Senior
Executives (the "Plan") is to provide severance related benefits to
selected eligible employees of a Honeywell International Employer (as
defined in Part II) who are employed in a position in Career Band 6 or
above and whose employment relationship is involuntarily terminated at the
initiative of the Employer for reasons other than Gross Cause (as defined
below). This Plan is intended to be an unfunded plan for a select group of
management or highly compensated employees for purposes of ERISA (as
defined below).
This Plan is comprised of Part I--general provisions relating to the
operation of the Plan, and Part II--special provisions that become
effective only upon a Change in Control (as defined below). As set forth
herein, this Plan constitutes the amendment and restatement, as of December
20, 2001, of the Severance Plan for Senior Executives established by Allied
Corporation on March 31, 1983 and amended and restated by AlliedSignal Inc.
as of April 25, 1988, January 1, 1990, April 29, 1991, January 1, 1994 and
May 1, 1999.
As used throughout the Plan unless otherwise clearly or necessarily
indicated by context:
(a) "Annual Base Salary" means an amount equal to the product of Base
Salary and twelve.
(b) "Annual Incentive Compensation" means, except as provided in Section
19(b), the product of (i) times (ii) where (i) is the target percentage
that would be utilized in determining the Incentive Award for the
Participant in the calendar year in which Participant's Covered
Termination occurs and (ii) is Annual Base Salary.
(c) "Base Salary" means the monthly base salary payable to a Participant at
the highest rate in effect during any of the thirty-six months
preceding a Covered Termination.
(d) "Board" means the Board of Directors of the Company.
(e) "Career Band" means the salary and position classification system
adopted by the Company for use after January 1, 1994.
(f) "Change in Control" is deemed to occur at the time (i) when any entity,
person or group (other than the Company, any subsidiary or any savings,
pension or other benefit plan for the benefit of employees of the
Company or its subsidiaries) which theretofore beneficially owned less
than 30% of the Common Stock then outstanding acquires shares of Common
Stock in a transaction or series of transactions that results in such
entity, person or group directly or indirectly
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