Honeywell 2008 Annual Report Download - page 160

Exhibit 10.1
Amendment to the
2003 Stock Incentive Plan
of
Honeywell International Inc. and its Affiliates
The 2003 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the “Plan”) is hereby amended effective January
1, 2009 as follows:
1. The definition of “Change in Control” shall be amended by (i) inserting the following exception at the end of (vi): “except
that any such discretion shall not be exercised to the extent it would result in an Award subject to Section 409A of the Code becoming
due and/or payable as a result of the Change in Control” and (ii) inserting the following proviso at the end of such definition: “;
provided that to the extent an Award subject to Section 409A of the Code becomes due and/or payable as a result of a Change in
Control, a Change in Control shall not be deemed to have occurred unless the events constituting the Change in Control would also
constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets
of a Corporation” under Treasury Department Proposed Regulation 1.409A-3(g)(5), as revised from time to time in either subsequent
proposed or final regulations, and in the event that such regulations are withdrawn or such phrase (or a substantially similar phrase)
ceases to be defined, as determined by the Committee.”
2. The following language shall be added to the end of the definition of “Disability”: “; provided that, to the extent an Award
subject to Section 409A of the Code shall become payable upon a Participant’s Disability, a Disability shall not be deemed to have
occurred for such purposes unless the circumstances would also result in a “disability” within the meaning of Section 409A of the
Code.”
3. The following language shall be added as a new sentence to the end of the definition of “Termination of Employment”: “For
purposes of clarification, any non-qualified deferred compensation (within the meaning of Section 409A of the Code) payable to the
Employee upon a Termination of Employment pursuant to the terms and conditions of this Plan shall be paid to the Employee upon a
“separation from service”, as determined in accordance with Section 409A of the Code.”
4. Section 3.2(vii)(B) shall be amended by capitalizing “disability” and “Termination of Employment”.
5. The following shall be added as a new Section 4.3(h): “No Additional Deferral Features. The Committee shall not grant
Stock Options or Stock Appreciation Rights that have “additional deferral features” as described in Section 409A of the Code, thereby
subjecting the Stock Option or Stock Appreciation Right to the requirements of Section 409A.”
6. The lead-in sentence of Section 4.4 shall be amended by adding “, subject to Section 7.14” immediately following “The
Committee may grant Performance Awards under the Plan in the form of Growth Plan Units, Restricted Units or Restricted Stock to
the Employees that the Committee may from time to time select, in the amounts and”.