Honeywell 2005 Annual Report Download - page 167

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 3% 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
_________________ (the "Performance Cycle").