Honeywell 2008 Annual Report Download - page 269

Exhibit 10.16
HONEYWELL INTERNATIONAL INC.
SEVERANCE PLAN FOR CORPORATE STAFF EMPLOYEES
(Involuntary Termination Following a Change in Control)
Amended and restated, effective as of January 1, 2009
ARTICLE I
PURPOSE
The purpose of this Plan is to provide severance benefits to Plan Participants in the event of the Involuntary Termination of their
employment following a Change in Control. The Plan was established by Honeywell International Inc. (formerly AlliedSignal Inc.)
and was originally effective as of February 6, 1988. The Plan was amended and restated effective October 21, 1988, April 1, 1999,
October 24, 2000 and December 20, 2001 and amended effective January 1, 2008. The Plan is now hereby amended and restated
effective as of January 1, 2009 to implement changes required pursuant to and consistent with Section 409A of the Code. Capitalized
terms used but not defined in this Article I shall have the meanings ascribed to them in Article II below.
ARTICLE II
DEFINITIONS
2.1 Affiliated Company - means (a) any member of a controlled group of corporations as defined in Section 414(b) of the Code of
which Honeywell or a predecessor of Honeywell is or was a member, (b) any unincorporated trade or business which is under
common control with Honeywell, as determined under Section 414(c) of the Code, or (c) any organization, employment with which is
counted as employment with Honeywell or a predecessor of Honeywell under the provisions of Sections 414(m), (n), or (o) of the
Code.
2.2 Annual Incentive Compensation - means the product of (a) times (b), where (a) is a Participant's target award level under the
Honeywell International Inc. Incentive Compensation Plan for Executive Employees, or any successor plan, for the most recent
incentive period ended prior to the Change in Control, and (b) is Base Salary. Long-term performance incentive awards shall not be
considered in determining Annual Incentive Compensation.
2.3 Base Salary - means the annual base salary, exclusive of bonus, incentive or other extra compensation, but inclusive of
overtime (in the case of non-exempt Participants), being paid to a Participant at the time of Involuntary Termination of employment,
but in no event less than the annual base salary being paid to the Participant on the day prior to a Change in Control.
2.4 Board of Directors - means the Board of Directors of Honeywell.
2.5 Change in Control - is deemed to occur at the time (a) when any entity, person or group (other than Honeywell, any subsidiary
or any savings, pension or other benefit plan for the