Honeywell 2008 Annual Report Download - page 228

Exhibit 10.9
Amendment to the
1993 Stock Plan
For Employees of
Honeywell International and its Affiliates
The 1993 Stock Plan for Employees of Honeywell International Inc. and its Affiliates (the “Plan”) is hereby amended effective
January 1, 2009 as follows:
1. By adding the following language to the end of the definition of “Total Disability”: “provided that, to the extent an Award
subject to Section 409A of the Code shall become payable upon an employee’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.”
2. By adding the following sentence to the end of the definition of “Acquisition Price per Share”: Notwithstanding the foregoing,
with respect to Limited Rights that were not fully vested as of October 1, 2004, the Acquisition Price per Share shall (A) be equal to
the Fair Market Value per Share on the date on which the Limited Right is converted into cash or (B) be otherwise reasonably
determined by the Committee, in accordance with Section 409A of the Code and the regulations promulgated thereunder.
3. By adding the following sentence to the end of the definition of “Merger Price per Share”: Notwithstanding the foregoing, with
respect to Limited Rights that were not fully vested as of October 1, 2004, the Merger Price per Share shall (A) be equal to the Fair
Market Value per Share on the date on which the Limited Right is converted into cash or (B) be otherwise reasonably determined by
the Committee, in accordance with Section 409A of the Code and the regulations promulgated thereunder.
4. By adding the following sentence to the end of the definition of “Offer Price per Share”: Notwithstanding the foregoing, with
respect to Limited Rights that were not fully vested as of October 1, 2004, the Offer Price per Share shall (A) be equal to the Fair
Market Value per Share on the date on which the Limited Right is converted into cash or (B) be otherwise reasonably determined by
the Committee, in accordance with Section 409A of the Code and the regulations promulgated thereunder.
5. By adding the following sentence to the end of the definition of “Spread”: Notwithstanding the foregoing, with respect to
Limited Rights that were not fully vested as of October 1, 2004, the Spread shall be an amount equal to the product computed by
multiplying (i) the excess of (A) the Fair Market Value per Share on the date on which the Limited Right is converted into cash over
(B) the option price per Share at which the related Stock Option is exercisable, by (ii) t (A) be equal to the Fair Market Value on the
applicable Acceleration Date of one Share or (B) the number of Shares with respect to which the Limited Right is being converted into
cash.