Honeywell 2008 Annual Report Download - page 272

Corporate Staff Employee solely by reason of the April 1, 1999 amendment of such definition, and (c) satisfies the 1988 Plan
Definition as of the Change in Control. 1988 Plan Employees shall have their benefits, if any, determined solely with reference to the
Plan as amended and restated effective October 21, 1988, a copy of which is attached hereto as Exhibit A.
2.16 Participant – means a Corporate Staff Employee and such other key management personnel, and their direct reports, who (a)
have corporate-wide responsibilities; (b) hold positions likely to be eliminated upon a Change in Control and (c) are designated as
Plan Participants by the Senior Vice President-Human Resources and Communications, in his sole discretion, based on the relevant
facts and circumstances; provided, however, that in no event shall the number of such Participants designated by the Senior Vice
President-Human Resources and Communications increase the total number of Participants by more than five percent (5%).
2.17 Pay - means Base Salary and, as to a Participant employed in Band 5 or above, Annual Incentive Compensation.
2.18 Plan - means the Honeywell International Inc. Severance Plan for Corporate Staff Employees (Involuntary Termination
Following a Change in Control).
2.19 Plan Administrator - means the person or entity identified in Section 5.1 to administer the terms and conditions of the Plan.
2.20 Plan Sponsor - means Honeywell. Any successor to Honeywell (or a principal subsidiary) shall be deemed a Plan Sponsor.
2.21 Protected Period - means, with respect to each Participant, the period beginning on the date of a Change in Control that occurs
after he or she becomes a Participant and ending at the expiration of twenty-four (24) months following such Change in Control.
2.22 Senior Severance Plan – means the Honeywell International Inc. Severance Plan for Senior Executives in effect from time to
time.
2.23 Severance Pay Period - means the applicable severance period specified in Schedule A attached hereto.
2.24 Specified Employee - means any Participant who, at any time during the twelve (12) month period ending on the identification
date (as determined by the Vice President, Compensation and Benefits or its delegate), is a "specified employee" under Section 409A
of the Code, as determined by the Vice President – Compensation and Benefits (or his delegate), which determination of "specified
employees," including the number and identity of persons considered "specified employees" and identification date, shall be made by
the Vice President – Compensation and Benefits (or his delegate) in accordance with the provisions of Sections 416(i) and 409A of the
Code.
2.25 Year of Service - means any consecutive 12-month period commencing on a Participant's date of hire or rehire with
Honeywell, any predecessor of Honeywell or an Affiliated Company, and anniversaries thereof during which the Participant has
completed at least 1,000 Hours of Service.
-4-