Honeywell 2008 Annual Report Download - page 211

Exhibit 10.8
Salary and Incentive Award Deferral Plan
for
Selected Employees of Honeywell International Inc. and its
Affiliates
Amended and Restated, effective January 1, 2009
1. History. Honeywell International Inc. (the “Corporation”) previously established this supplemental non-qualified Salary and
Incentive Award Deferral Plan for Selected Employees of Honeywell International Inc. and its Affiliates (the “Plan”) and has
amended the Plan several times since its initial effective date, including an amendment and restatement effective January 1, 2005 to
comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and corresponding
rules and regulations under Section 409A of the Code. In connection with the latest amendment and restatement, the Corporation
reserved the right to take any action it deemed necessary or desirable to comply with Section 409A of the Code since the Plan is
intended to be maintained and operated in accordance with the requirements of Section 409A of the Code with respect to amounts
subject to such requirements. The Plan is now hereby further amended and restated effective January 1, 2009 to implement changes
required pursuant to and consistent with Section 409A of the Code and the final regulations issued thereunder. This Plan document
covers any Participant (as defined below) who was entitled to receive a benefit from the Plan as of December 31, 2008, but who did
not receive full payment of such benefit under the Plan as of such date, as well as any individual who becomes a Participant in the
Plan on or after January 1, 2009. Plan benefit payments commencing prior to January 1, 2009 are governed by the terms of the Plan as
they existed prior to this amendment and restatement and are either grandfathered from the requirements of Section 409A of the Code
or payable pursuant to a fixed schedule as required by, and in compliance with, Section 409A of the Code. Between January 1, 2005
and December 31, 2008, with respect to payments that are subject to the requirements of Section 409A of the Code, the Plan has been
operated in accordance with transition relief established by the Treasury Department and Internal Revenue Service pursuant to Section
409A of the Code. This amendment and restatement is adopted in conformity with final regulations under Section 409A of the Code
issued by the Treasury Department on April 10, 2007 and effective January 1, 2009.
2. Eligibility. Any employee of the Corporation and its participating affiliates who is in Career Band 5 or above during the designated
election period (the “Open Enrollment Period”) for the applicable Plan Year (as defined below) shall be eligible (an “Eligible
Employee”) to participate in the Plan and elect deferrals of compensation (as described in Paragraph 4 below) for such Plan Year
effective as of the January 1 of the Plan Year that follows the Open Enrollment Period. The Management Development and
Compensation Committee (or its designee) (the “Committee”) shall designate the period prior to the applicable Plan Year that shall
constitute the Open Enrollment Period, in its sole discretion; provided, however, in no
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