Honeywell 2008 Annual Report Download - page 150

any elective deferrals in notional shares of Common Stock. Additional notional shares are credited to
participant accounts equal to the value of any cash dividends payable on actual shares of Common Stock.
Notional shares of Common Stock are converted to an equivalent amount of cash at the time the distributions
are made from the plan to directors. However, one former director is entitled to receive periodic distributions
of actual shares of Common Stock that were notionally allocated to his account in years prior to 1992. The
number of shares of Common Stock that remain to be issued to directors under this plan as of December 31,
2008 is 748.
(5) Column (b) does not include any exercise price for notional shares allocated to employees under Honeywell's
equity compensation plans not approved by shareowners because all of these shares are notionally allocated
as a matching contribution under the non-tax qualified savings plans or as a notional investment of deferred
bonuses or fees under the cash incentive compensation and directors' plans as described in note 4 and are
only settled for shares of Common Stock on a one-for-one basis.
(6) No securities are available for future issuance under the AlliedSignal Incentive Compensation Plan for
Executive Employees of AlliedSignal Inc. and its Subsidiaries and the Deferred Compensation Plan for Non-
Employee Directors of Honeywell International Inc. The cash incentive compensation plan has expired. All
notional investments in shares of Common Stock are converted to cash when payments are made under the
directors' plan (other than with respect to 748 shares of Common Stock included in column (a) that is payable
to one former director). The amount of securities available for future issuance under the Supplemental Non-
Qualified Savings Plan for Highly Compensated Employees of Honeywell International Inc. and its
Subsidiaries is not determinable because the number of securities that may be issued under this plan
depends upon the amount deferred to the plan by participants in future years.
The table does not contain information for the following plans and arrangements:
• Employee benefit plans of Honeywell intended to meet the requirements of Section 401(a) of the Internal
Revenue Code and a small number of foreign employee benefit plans that are similar to such Section 401(a)
plans.
•
Equity compensation plans maintained by Honeywell Inc. immediately prior to the merger of Honeywell Inc.
and AlliedSignal Inc. on December 1, 1999. The right to receive Honeywell International Inc. securities was
substituted for the right to receive Honeywell Inc. securities under these plans. No new awards have been
granted under these plans after the merger date. The number of shares to be issued under these plans
upon exercise of outstanding options, warrants and rights is 812,313 and their weighted-average exercise
price is $50.04.
Item 13. Certain Relationships and Related Transactions
Information relating to certain relationships and related transactions is contained in the Proxy Statement
referred to above in "Item 10. Directors and Executive Officers of the Registrant," and such information is
incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information relating to fees paid to and services performed by PricewaterhouseCoopers LLP in 2008 and
2007 and our Audit Committee's pre-approval policies and procedures with respect to non-audit services are
contained in the Proxy Statement referred to above in "Item 10. Directors and Executive Officers of the
Registrant," and such information is incorporated herein by reference.
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