Honeywell 2008 Annual Report Download - page 164

H. Employee. An individual who is on the active salaried payroll of the Company or a subsidiary of the Company at any time
during the period for which an Award relates.
I. Executive Employee. An Employee who by reason of job responsibilities is in a position to make a measurable contribution to
the achievement of the Company’s objectives as established from time to time in connection with the Plan. For purposes of the Plan,
the term Executive Employee does not include an Employee covered by the definition of the term Senior Executive Employee.
J. Grandfathered Award. An Award issued under the Plan that was earned and vested in full as of December 31, 2004.
K. Reserve. The Incentive Compensation Award Reserve established pursuant to Section IV of the Plan.
L. Senior Executive Employee. An officer of Honeywell International Inc. or other senior-level Employee who by reason of job
responsibilities has been determined by the Committee to be in a position to make a significant contribution to the achievement of the
Company’s objectives as established from time to time in connection with the Plan.
III. Effective Date
The Plan became effective upon approval by the Company’s shareowners at the Company’s 1994 Annual Meeting of Shareowners
and is being amended and restated effective as of January 1, 2009.
IV. Amounts Available for Awards
A. The maximum amount available for Incentive Compensation Awards to Senior Executive Employees shall be determined as
set forth in paragraph B of this Section IV and such Awards shall be chargeable against the Reserve. The maximum amount available
for Long-Term Awards to Senior Executive Employees and for both Incentive Compensation and Long-Term Awards to Executive
Employees shall be determined by the Committee and such Awards shall not be chargeable against the Reserve.
B. A Reserve shall be established to which will be credited for each fiscal year an amount to be determined by the Board of
Directors not in excess of 2% of Consolidated Earnings for such year.
Before the Board of Directors shall determine the amount to be credited to the Reserve for any fiscal year, the Company’s
independent accountants for such year shall report to the Board of Directors the maximum amount, if any, which may be credited to
the Reserve for such year. After receipt of the accountants’ report, which may be based on an estimate of the Company’s financial
results for the year, the Board of Directors shall determine the amount (not greater than such maximum amount) that shall be credited
to the Reserve for such year. If the accountants’ report is based on an estimate, the amount credited to the Reserve shall be subject
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