Honeywell 2008 Annual Report Download - page 163

Exhibit 10.5
HONEYWELL INTERNATIONAL INC.
INCENTIVE COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES
AMENDED AND RESTATED AS OF JANUARY 1, 2009
I.
I. Purpose
The purpose of the Honeywell International Inc. Incentive Compensation Plan for Executive Employees (the “Plan”) is to attract
and retain highly qualified employees, to obtain from each the best possible performance, to establish a performance goal based on
Consolidated Earnings for Incentive Compensation Awards for Senior Executive Employees and to underscore the importance to
employees of achieving particular business objectives established for Honeywell International Inc. and its operating units.
II. Definitions
For the purposes of the Plan, the following terms shall have the following meanings:
A. Awards. Incentive Compensation Awards or Long-Term Awards made pursuant to the Plan.
B. Board of Directors. The Board of Directors of Honeywell International Inc.
C. Code. The Internal Revenue Code of 1986 and the regulations promulgated thereunder, as amended from time to time.
D. Committee. The Management Development and Compensation Committee of the Board of Directors or any successor thereto.
E. Consolidated Earnings. Consolidated net income for the year for which an Award is made as shown on the audited consolidated
statement of income of the Company, adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business
segment (other than provisions for operating losses or income during the phase-out period), unusual or infrequently occurring events
and transactions and the cumulative effects of changes in accounting principles, all as determined in accordance with generally
accepted accounting principles.
F. Company. Honeywell International Inc. or Honeywell International Inc. and its subsidiaries, as the context requires.
G. Covered Employee. An Employee who is a “covered employee” within the meaning of Section 162(m) of the Code, as
amended, as such section may be amended.