Honeywell 2008 Annual Report Download - page 295

2.3 “Award” means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant
by the Committee pursuant to any terms and conditions that the Committee may establish and set forth in the applicable Award Agreement.
Awards granted under the Plan may consist of: (a) “Stock Options” awarded pursuant to Section 4.3; (b) “Stock Appreciation Rights”
awarded pursuant to Section 4.3; (c) “Performance Awards” awarded pursuant to Section 4.4; (d) “Restricted Units” awarded pursuant to
Section 4.5; (e) “Restricted Stock” awarded pursuant to Section 4.5; and (f) “Other Stock-Based Awards” awarded pursuant to Section 4.6.
2.4 “Award Agreement” means the document issued, either in writing or an electronic medium, by the Committee to a Participant
evidencing the grant of an Award.
2.5“Board” means the Board of Directors of the Company.
2.6“Cash-Based Award” means a Performance Award other than a Stock Option, Stock Appreciation Right, Restricted Units, Restricted
Stock, Other Stock-Based Award or Growth Plan Unit.
2.7 “Cause” has the meaning set forth in the severance plan of the Company applicable to the Participant or, if the Participant is not
covered under such a plan, the meaning set forth in the Severance Pay Plan for Designated Employees of Honeywell International Inc. (Career
Bands 1-4) as in effect at the time of the relevant Termination of Employment. Cause will be determined by the Committee in its sole and
absolute discretion.
2.8 “Change in Control” has the meaning ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the
Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Proposed Regulation 1.409A-3(g)(5), as revised
from time to time in either subsequent proposed or final regulations, and in the event that such regulations are withdrawn or such phrase (or a
substantially similar phrase) ceases to be defined, as determined by the Committee.
2.9“Code” means the Internal Revenue Code of 1986, as amended.
2.10“Committee” means the Management Development and Compensation Committee of the Board or any successor committee or
subcommittee of the Board or other committee or subcommittee designated by the Board, which committee or subcommittee is comprised
solely of two or more persons who are outside directors within the meaning of Section 162(m)(4)(C)(i) of the Code and the applicable