Honeywell 2008 Annual Report Download - page 294

Exhibit 10.26
2006 STOCK INCENTIVE PLAN
OF
HONEYWELL INTERNATIONAL INC.
AND ITS AFFILIATES
Amended and Restated as of January 1, 2009
ARTICLE I
ESTABLISHMENTANDPURPOSE
1.1 Purpose. The purpose of this 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the “Plan”) is to enable
Honeywell International Inc. (the “Company”) to achieve superior financial performance, as reflected in the performance of its Common Stock
and other key financial or operating indicators by (i) providing incentives and rewards to certain Employees who are in a position to contribute
materially to the success and long-term objectives of the Company, (ii) aiding in the recruitment and retention of Employees of exceptional
ability, (iii) providing Employees an opportunity to acquire or expand equity interests in the Company, and (iv) promoting the growth and
success of the Company's business by aligning the financial interests of Employees with that of the other shareowners of the Company.
Towards these objectives, the Plan provides for the grant of Stock Options, Stock Appreciation Rights, Performance Awards, Restricted Units,
Restricted Stock, Other Stock-Based Awards and Cash-Based Awards.
1.2 Effective Date; Shareowner Approval. The Plan is effective as of April 24, 2006, subject to the approval of the Plan by the Company's
shareowners at the Company's 2006 Annual Meeting of Shareowners in a manner that satisfies the requirements of the General Corporation
Law of the State of Delaware and the rules of the New York Stock Exchange.
ARTICLE II
DEFINITIONS
For purposes of the Plan, the following terms have the following meanings:
2.1 "1933 Act" means the Securities Act of 1933, as amended.
2.2 “Affiliate” means (i) any subsidiary of the Company of which at least 50 percent of the aggregate outstanding voting common stock or
capital stock is owned directly or indirectly by the Company, (ii) any other parent of a subsidiary described in clause (i), or (iii) any other entity in
which the Company has a substantial ownership interest and which has been designated as an Affiliate by the Committee in its sole discretion.