Honeywell 2004 Annual Report Download - page 261

EXHIBIT 10.22
2003 Stock Incentive Plan
for Employees
of Honeywell International Inc. and its Affiliates
GROWTH PLAN AGREEMENT
GROWTH PLAN AGREEMENT made in Morris Township, New Jersey, United States
of America, as of the ____ day of _____________ between Honeywell International
Inc. (which together with its subsidiaries and affiliates, when the context so
indicates, is hereinafter referred to as the "Company") and ___________ (the
"Employee").
1. Grant of Awards. The Company has granted to you ________ Growth Plan
Units, subject to the terms of this Agreement and the terms of the
2003 Stock Incentive Plan for Employees of Honeywell International
Inc. and its Affiliates (the "Stock Plan").
2. Target and Actual Award. The number of Growth Plan Units awarded to
you represents a target award for the Performance Cycle (as defined
below). Each Growth Plan Unit has a target value of $100 ("Target
Value"). Your actual award value (the "Actual Award") is equal to
the product of (i) the Target Value, (ii) the Plan Payout
Percentage, and (iii) the number of Growth Plan Units awarded to you
under this Agreement. For purposes of this Agreement, the "Plan
Payout Percentage" shall be based on the achievement of the
Performance Measures described in Section 3 below and may range from
zero to a maximum of 200%.
3. Performance Measures. The Plan Payout Percentage shall be determined
based on revenue growth and return on investment (collectively the
"Performance Measures") for the Performance Cycle. Performance
Measures shall be determined at the Company level for eligible
employees not assigned to one of the Company's four strategic
business groups ("SBG"), and at both the Company and SBG level for
other eligible employees. For purposes of this determination, if you
transfer from one of the Company's businesses during the Performance
Cycle, your award will be prorated for the number of days actively
employed in that business.
Notwithstanding anything in this Agreement to the contrary, except
in the event of a Change in Control (as defined in the Stock Plan),
no Growth Plan Unit awards will be paid unless the Company attains a
minimum level of earnings per share growth during the Performance
Cycle. The minimum level of earnings per share growth shall be a
___% compound annual growth rate over the Performance Cycle. In
determining earnings per share for this purpose, the Management
Development and Compensation Committee of the Company's Board of
Directors (the "Committee") shall exclude from its calculations
unusual, infrequently occurring, and extraordinary items.
4. Performance Cycles. The ____ year performance cycle to which this
Agreement applies commences on ___________ and ends on ____________
(performance cycle between 12 months and 5 years) (the "Performance
Cycle").