Honeywell 2008 Annual Report Download - page 296

regulations and Non-Employee Directors within the meaning of Rule 16b-3(b)(3) under the Exchange Act.
2.11 “Common Stock” means the common stock of the Company.
2.12 “Company” means Honeywell International Inc.
2.13 “Disabled” or "Disability" shall, with respect to a Participant, have the meanings assigned to such terms under the long-term disability
plan maintained by the Company or any of its Affiliates in which such Participant is covered at the time the determination is made, and if there is
no such plan, then will mean the permanent inability as a result of accident or sickness to perform any and every duty pertaining to such
Participant's occupation or employment for which the Participant is suited by reason of the Participant's previous training, education and
experience; provided that, to the extent an award subject to Section 409A of the Code shall become payable upon a Participant's Disability, a
Disability shall not be deemed to have occurred for such purposes unless the circumstances would also result in a "disability" within the
meaning of Section 409A of the Code.
2.14 “Dividend Equivalent” means an amount equal to the cash dividend or the Fair Market Value of the stock dividend that would be paid
on each Share underlying an Award if the Share were duly issued and outstanding on the date on which the dividend is payable.
2.15 “Early Retirement” means the Termination of Employment by reason of retirement from active employment on or after attainment of
age 55 with 10 years of service. For purposes of this Section 2.15, “years of service” is determined using the Participant's most-recent adjusted
service date, as reflected at the Participant's Termination of Employment in the Company's records.
2.16 “Employee” means any individual who performs services as an employee of the Company or an Affiliate. “Employee” does not
include any leased employees.
2.17 “Exchange Act” means the Securities Exchange Act of 1934, as amended.
2.18 “Exercise Price” means the price of a Share, as fixed by the Committee, which may be purchased under a Stock Option or with
respect to which the amount of any payment pursuant to a Stock Appreciation Right is determined.
2.19 “Fair Market Value” means the average (mean) of the highest and lowest sales prices of a Share, as reported on the New York Stock
Exchange (or any other reporting system selected by the Committee, in its sole discretion) on the date as of