Honeywell 2008 Annual Report Download - page 285

of the annual vested retirement benefits (each expressed as a life annuity commencing on Executive’s sixtieth birthday)
payable to Executive under the terms of any “defined benefit plan” (as defined in Section 3(35) of the Employee Retirement
Income Security Act of 1974, as amended) or plans, including excess benefit or supplemental retirement plans or agreements,
maintained by the Company or by any of Executive’s prior employers. The SERP Benefit shall be reduced by 4% for each year
(or pro rata for any portion thereof) during which Executive collects his SERP Benefit prior to the attainment of age 60. For
purposes of this Section 4(e), (A) Final Average Compensation shall mean the average of Executive’s base salary and bonus
with respect to the three calendar years coincident with or immediately preceding Executive’s Termination of Employment,
and (B) Final Average Compensation and Service shall take into account up to twelve months of severance payments made
under Section 5(a) hereof, which payments shall be treated as having been made over the first twelve months of the Severance
Period (as defined in the Severance Plan).
If Executive dies before he receives his SERP Benefit, Executive’s surviving spouse (determined as of the date of
Executive’s death) shall be entitled to an annual survivor benefit equal to 75% of the SERP Benefit commencing on the later of
the date Executive would have attained age 60 or his Termination of Employment, and continuing for her life. No survivor
benefit is payable if Executive receives the lump sum value of the SERP Benefit following his Termination of Employment;
provided, however, that the survivor benefit described in this paragraph shall be taken into account when valuing the lump sum
actuarial equivalent value of the SERP Benefit.
(ii) Subject to Section 4(e)(iii) below, (A) the actuarial equivalent value of the SERP Benefit or survivor benefit, as
applicable, shall be paid in a single lump sum to Executive or his surviving spouse as of the first day of the month following
105 days after the later of Executive’s 60th birthday or Executive’s Termination of Employment; and (B) the SERP Benefit
shall in all other respects be subject to such terms and conditions, including, without limitation, interest rate and mortality
assumptions, as are applicable to retirement benefits payable under the supplemental retirement plan of the Company in which
Executive participates as of the date on which Executive’s Termination of Employment occurs; provided, however, that for
purposes of computing the SERP Benefit payable prior to Executive’s attainment of age 60, it shall be assumed that benefits
under the plans referred to in Section 4(e)(i)(2) above commenced at the same time as the SERP Benefit.
(iii) If Executive is a Specified Employee’ within the meaning of Section 409A at the time of the Executive’s Termination
of Employment, the single lump sum payment under this Section 4(e) to which Executive would otherwise be entitled during
the first six months following his Termination of Employment shall be deferred and paid in a lump sum on the first day of the
seventh month following such Termination of Employment (or, if earlier, the first
2